What Memories May Come
by Saffron Panther
Summary: An amnesiac gray colt appears in Ponyville, plagued by nightmares of a horned shadow relentlessly pursuing him. A mysterious dark alicorn attacks Canterlot, declaring himself to be the savior of a meaningless existence. A memory of a past disaster reemerges through projection spells with terrible consequences. A story forms.
1. Gray Moon Rising

_Wake up._

Speck of light.

Dim light.

Dim light.

Hoof scratches against the surface of rocks piling above the face. After a few seconds of scrambling, a second hoof breaks free. A few seconds more, a face emerges. Two celadon eyes peer out of the pile with dust and pebbles dropping from the mane. A few seconds more, the colt drags his body out into the open. Coughs into the dirt cloud building around his face, dust particles flying into the remnants of sunlight.

The gray earth colt kicks his back legs and tail, knocking off clinging remains of broken stones and dirt clods. A pebble wedges into a hoof. He brushes it against the ground, feeling a little relief when it dislodges. The dust clears from a cutie mark in the shape of a white and dark gray circle with two tiny circles inside-

Shadow on the wall. Something big with giant wings and the outline of a guard's helmet over a horned head. Something-

The colt flinches and almost falls on his side, managing to regain his balance. Chest heaves in and out. Breath catches. He takes another glance towards the wall and sees his own shadow. Nothing monstrous, nothing beastly. He inspects himself, seeing no wounds, no scars, and cutie mark still there.

He directs his eyes behind him, seeing the trailing darkness leading onwards into the cavern. Silent save for a rock pile collapsing in the distance with small clacks. The colt steps backwards, kicking a few rocks behind him. He quickly turns with frantic eyes scanning the cavern walls for any signs of an attacker. Breath catches again once the heartbeat slows to normal pace.

Stretching his sore legs, the gray colt takes one last look behind him into the trailing darkness. Seeing no bogeypony lurking among the rocks and shadows, the colt walks towards the white light. Moonlight, it has to be moonlight peeking over the rocks ahead. The colt doesn't think much of it, fighting off the cramps and pangs mapping his legs. Just one step at a time.

A few minutes later, a blanket of moonlight covers him with a cool wind brushing his mane. He spits out some loosened and rock-torn mane hairs that flop into his mouth along with a rock he didn't initially realize is behind his lip. The colt raises a hoof over his sensitive eyes until the rapid blinking stops. In the distance, a few firefly clusters of light stick out against the shapeless dark blue sky and blackbrown trees extending to the stars.

Deep breath.

The gray colt starts making his way across the terrain ahead, ignoring the cramps and legpangs as much as he can. He tries not to think of what he thinks he saw in the cave, the shadow on the wall that wasn't his. Head shakes in a futile attempt to dislodge the mental image as he breaks into a run. Legpangs fade away as adrenaline builds. At least until a rock manifests in his path and trips him up.

Moan.

The gray colt gets back on his hooves, wincing with the newest addition on his leg to the collection of scratches and sores. A few more mane hairs drop around his feet like fallen leaves as he picks up speed once more. Treeshadows pass over his face, blocking out the moonlight in long strides. Another rock manifests but his hooves manage to dodge the tripping hazard this time around.

Horned shadow!

The colt panics and stumbles onto his side once more, sliding across the ground in a trail of dirt. The wind dies down as the horned shadow manifests a few hoof's paces away. Eyes clamp shut for a moment with front legs clasped over his face as muscles tense. The horned shadow flashes with malevolent, dull winedark eyes and courses over the edges of trees. The colt slowly opens his eyes and gazes at the looming figure, seeing the helmet flashing over the glowing horn. Something screams in the distance, crying out as a flash of light forces his eyes shut. More screams. Cut off-

Eyes open and the shadow's gone. Screams and bright lights are also gone, surrounded once more by just the trees and the welcoming quiet.

The gray colt gets back to his feet and pauses, fearing that the horned shadow may just be hiding among the treeshadows. It doesn't surface, giving him another chance to keep moving as the adrenaline returns. Legpangs disappear again as the treeshadows shapeshift along the path with another manifested rock avoided down the way. The cool wind picks up once more, a welcomed sign of everything returning to normal. Maybe. Can't say.

After a few minutes, breath starts losing. The colt slows to a stop, panting a bit as fear rattles inside his chest. The mental image of the horned shadow appears once more, rapidly soaring through the vision of a town. Ponies crying. Screaming. And then gone once again, like a memory sinking into murky repression as before.

Something appears ahead of him. The colt jumps to attention, fearing the worst but calms once the figure loses its shadowy form. Although he falters a bit when the figure appears, face hidden under a trailing dark hood.

"So what I saw was true./May I ask, who are you?" it asks in a smooth, rhythmic voice.

The gray colt steps back as the hood pulls back, revealing a striped Mohawked mane and neck adorned with rings. He briefly rubs his eyes, pondering if she is another image from nowhere. A colt who has never seen a zebra before has to wonder.

"Please do not be alarmed./You will not be harmed," the figure reassures him.

He takes another step back and briefly looks behind him and ahead. The zebra moves closer while his gaze is away. Making eye contact, he falters.

"You have nothing to fear./I am not as scary as I appear," she continues. "Could you please tell me your name?/And possibly from where you came?"

The gray colt coughs. Words come after the second hack. Like a broken chain with gaps in the links. "Sorry…I don't know…where…in a cave, I appeared…" the words fall from the gray colt's mouth like mane hairs. "Where…am I?"

"This is the Everfree Forest where you roam./It's vast and deep, but I call it home."

The gray colt looks around him again, as if expecting the striped equine's words to draw out some creatures hiding in the treeshadows. Another look of concern forms on her face, especially as her eyes glance over the noticeable collective of scratches and sores on his legs.

"I imagine how you must feel./I can make those scratches heal," she offers.

The gray colt considers it, mane flopping into his face a little again. Spit out a couple of hairs to the ground.

"Please, you mustn't strain," she places her left front hoof atop his leg. "Don't cause more pain." She inspects his leg and leans down to pick out an embedded rock with her teeth. Spits it to the side where it vanishes into a treeshadow's length. The gray colt watches her with suspicion as eye contact regains.

"Sorry…I don't know…this place…doesn't look…familiar…"

"Please, come with me./I can help-"

The striped equine pauses as the cool wind dies down around them and the treeshadows recede. The gray colt's blood runs cold and his eyes widen with irises shrinking. While he remains frozen in place, the zebra moves around him in a defensive circle, scanning the trees for the disturbance. Her face falters into a frown as a murky image forms from the treeshadows' edge. Brief flickers of sound echo like the hum of a wasp. Or the screams of the past.

"It appears we are not alone./Show yourself, shadowy drone!" the zebra stands between the gray colt and the dark form.

Before the striped equine, the horned shadow manifests, looming over her with those same dull winedark eyes. Bits of moonlight reflect off the helmet adorning its head, just above its sharp horn. Breaking treeshadows in its wake, the horned shadow extends long wings, like that of the Princess. But black and worn along its edges.

The gray colt stays frozen while the zebra returns the horned shadow's glare. She steps forward, mirroring the horned shadow's movement. Not intimidated by its presence, the zebra remains defensive.

"What are you, monstrous thing?"

The horned shadow stretches out its wings as facial features form around the dull winedark eyes. A face like that of the winged royalty in Canterlot, but rough and worn by sorrow. The zebra takes a closer look, eyes widening slightly.

"You look like the image of Z-"

The horned shadow equine lunges at her, its helmet illuminated by the glow of a magic attack. She charges in its path to throw off its aim at the gray colt but passes through, nearly colliding with a tree. Turns around and prepares for the next move. The horned shadow vanishes for a moment, only to reappear as it soars towards the gray colt.

The gray colt breaks into a run, knocking the zebra to the side and letting out a long scream as he bolts across the terrain. She regains her footing and follows, hoping she can keep up with the shade. It moves quickly on the glide of its shadowy wings, horn still glowing as if to prepare for some attack never made.

She dives at the shadow, causing it to scatter with a swing of her hooves. But it reforms nonetheless. Angered, it turns back in her direction, winedark eyes glowing. The zebra clasps her ears when a barrage of screams strikes her head-on. Screams from some distant past, cut short and repressed once more.

She opens her eyes. The horned shadow vanishes as quickly as it appeared, blending back into the treeshadows as a dissolving constellation in the night sky. The zebra loses sight of the colt. Resigned, she draws her hood back over her face and silently hopes that gray colt escaped.

* * *

Fluttershy finishes the last of the mixed berry shortcake, licking the lemon frosting from her lips. Angel gnaws on the remnants of his late-night salad prepared just for him, bits of lettuce green hanging from his mouth. The rabbit swallows the leaves and dives right into the dish, pulling up some more green with hints of orange mixed in.

"I'm glad you like it. I even added those orange slices just like you wanted. I trust it was good, right?"

Angel gives an apathetic nod, too focused on finishing what's still in the bowl.

Fluttershy smiles, taking her pet rabbit's gesture as a good sign. "Just make sure you clean up when you're done."

Angel fishes the final orange slice out of the bowl, some of its juice dripping down his chin as the peel breaks off.

"Oh, here, let me get that for you," the yellow Pegasus pulls up a cloth and brushes it against Angel's mouth.

The rabbit fidgets a bit and pushes her hoof away, shaking his head.

"Oh, okay. Just make sure you don't leave a mess, alright?"

Angel gives another apathetic nod as he finishes the final orange slice. Staring up at Fluttershy, he then takes the cloth and wipes his mouth clean.

"Thank you, Angel," she says, taking the orange juice-stained cloth from his little hand. "Now, please get some sleep soon. You need your sleep."

Another of Angel's signature apathetic nods is cut short by the frantic sound of hens panicking outside. Fluttershy flinches, fearing the worst. She cautiously moves to the door with Angel following close behind. The yellow Pegasus glances to the side of the house after a white hen flocks towards the front steps.

From the path leading into the Everfree Forest, a gray colt appears with leg scratches and sores and a scared look painting his face. Running for so long finally catches up with him as he stumbles through Fluttershy's yard, frightening hens as they retreat to the chicken coop or dart towards Fluttershy. Scared chicks running to their mama's wings. Fluttershy watches as the colt takes a few more steps, opens his mouth as if to scream, and collapses on the grass.

"Shh, it's okay," Fluttershy reassures the hens hiding around her. "Please go back to your house. Everything is fine. I'll make sure everything's okay."

The yellow Pegasus cautiously walks over towards the fallen gray colt with Angel and the hens around her hooves. Fear fades into concern once she sees his wounds and weakened state. Angel approaches the colt's head and lightly tugs on his ear. Getting no response, he pulls back the right eyelid, watching for a telltale blink.

"Angel, don't do that," Fluttershy pulls her pet back. She steps back as the gray colt coughs and tries to stand. "Oh! Be careful!"

The gray colt tries to make eye contact with her but his head feels too heavy to lift. Instead, he refocuses the energy into dragging himself. The hens panic and flee towards the house, passing around the colt.

"Please don't hurt yourself. I can help," Fluttershy tells him.

The gray colt responds with face falling into the ground. Fluttershy pushes her front hooves under his body and lifts him up slowly. His left front leg moves around the back of her neck. She slides under his extended leg in support and lifts him up a little more. His other legs show signs of life, walking as best as they can.

"That's it, just move nice and slow. Everything's fine," Fluttershy coos as she helps the gray colt. "Just a little further."

Up the steps and into the house with Angel holding the door open. He quickly shuts it as the gray colt slips from Fluttershy's hold and falls onto his back, spread-eagled on the mare's living room floor.

"Please don't strain yourself," Fluttershy tells him as she moves to the other side of the room.

Angel, still feeling a bit suspicious about the newcomer, overlooks the fallen gray colt. The rabbit moves to inspect the cutie mark and wonders what a hazy circle with little circles in it could mean. He takes a closer look until his owner pulls him away.

"Angel, please leave him be," she tells the rabbit that crosses his arms. She turns her attention to the colt as he reopens his eyes. Seeing himself in a new, bright sparks a panic instinct as the gray colt moves to get onto his legs.

"Please, no need to panic!" Fluttershy hurriedly places a hoof on his side. "You're safe here. Please don't panic. Everything's fine."

Breath catches up with him as the colt calms, nearly falling back onto the floor as his hooves slip beneath him. Fluttershy props him back in place and then turns her attention to the scratches and sores on his legs.

"I hope you haven't been hurt too much," she tells the colt as she reaches for a cloth. Recognizing what his owner needs, Angel returns with a wet cloth and places it in her extended hoof. "Thank you," Fluttershy notes, cleaning up some of the scratches and sores. The gray colt tenses as the drops of water rub against his sensitive skin.

"Sorry, are you alright?" she asks when she notices his tense expression.

The gray colt manages to nod after a few seconds. "You're too…kind…"

Fluttershy smiles and pulls the dirtied cloth away. Angel, still being helpful, takes the cloth from her extended hoof although not without a grimace at handling the cargo.

"Sorry…for scaring…your chickens…I was…couldn't…"

"Don't worry about it. They'll be fine. You couldn't what?"

The gray colt hangs his head for a moment, staring at his shadow stretching across the floor. No trace of horn. "Sorry…for…the intrusion…I just…don't know where…I am…"

"Well, this is Ponyville and it's safe, I can assure you of that. And, I'm Fluttershy and this is Angel," the yellow Pegasus gestures towards the rabbit who still eyes the gray colt suspiciously. She turns back to him. "What's your name?"

The gray colt looks for the words. "I…think…Gray Moon…Gray Moon sounds right…"

"Well, Gray Moon, why don't you just make yourself comfortable," Fluttershy offers a reassuring smile while directing Gray Moon to a spot on the floor where she draws out a blanket. "Please get some rest. You can stay for the night." She disappears for a moment and returns with a tan pillow she places nearby.

"You're…too…kind…"

"Thank you. Please get some rest. You're fine now."

Gray Moon nods and curls himself under the blanket, trying not to aggravate the scratches and sores on his front legs. He bows his head after taking one final glance around Fluttershy's home, relieved to see no horned shadow lurking around in the brightly-lit living room. With a sigh, he closes his eyes against the pillow.

"I really hope he's alright," Fluttershy whispers to Angel. "He just seems so shaken." The yellow Pegasus yawns, stretching her wings. "Well, we should get some sleep. Goodnight, Angel."

Angel tugs on her hind leg and points at Gray Moon. Seeing she doesn't get the message, he points at Gray Moon again and shakes his head.

"Oh Angel, how could you think that? He's hurt. I just want to help him."

Angel shakes his head and glares at the sleeping colt.

"Please get your rest," Fluttershy says, not wanting to go any further with this conversation. "And please leave Gray Moon alone."

The rabbit dismisses her with a wave as she heads towards her room, keeping his eyes on the sleeping colt. The light goes out with heavy moonlight filling in some of the gaps through the window. Something just doesn't feel right about their guest but Angel can't figure what. Aside from the panic and collection of scratches and sores on his front legs of course. Fluttershy can sleep. The rabbit has to find out.

But as determined as he is to figure out the whole story of the mysterious gray colt, Angel starts to nod off after several minutes. The rabbit shakes his head twice in an attempt to stay up but falls into sleep nonetheless. He remains sitting a few feet from Gray Moon's slumbering form, just in case. Just in case.

Gray Moon's panicking hooves bring Angel back to the waking world.

The gray colt shakes and moves, slapping his hooves against the floor but doesn't move out from beneath the blanket. After a few seconds, he tries to cover himself and stifles a scream building up in his throat. The rabbit, feeling his suspicions are true, runs over towards the gray colt and begins to shake him. The colt doesn't emerge from the nightmare, eyes clenched shut and hooves now moving ahead of him like fists.

Angel continues to shake Gray Moon with no success in getting him back into the waking world. He returns to attempting to pry open his eyelids but is smacked away and across the floor by a stray hoof. Irritated, Angel tries again, tugging on the colt's ears until the frantically shaking head throws him off. Hilarious.

Behind the rabbit, a shadow starts shapeshifting, melding into an equine form with a horn between its helmeted eyes. Too concentrated on trying to wake or calm Gray Moon, Angel doesn't notice as the shadow builds and extends wings from the manifested torso, almost as tall as the Princess. But the chill stirring against his back causes the rabbit to pause for a moment as the feeling of otherworldly horror sets in. On cue, the rabbit turns around slowly and meets eye-to-eye with twin winedark orbs staring down.

Fluttershy stirs in her bed, getting back into the waking world herself on the sounds of hooves. Brushing the lavender-pink bang out of her eyes, she slides out of bed and yawns, wondering what Gray Moon is doing. She opens the door and brushes her eyes again, thinking that shadow against the wall in the shape of a giant equine that's looming over Angel might just be a trick of the dark.

No, still there.

Fluttershy takes a moment to fully register the scene while Angel remains transfixed at the gaze of the shadow. Fully awake, her wings seize up against her torso, as if trying to hide against her yellow form. She stays transfixed for a moment or two, sleep vanishing from her mind. Yet the figure, despite staring down Angel, doesn't do much else.

Nevertheless, Fluttershy takes careful steps towards the two, preparing herself to grab Angel. As she moves closer, Gray Moon stops screaming and tenses up, breath going too quick and heartbeat going too fast. Angel changes position, now raising his small rabbit hands to deal with fisticuffs. The horned shadow ducks its head, drawing the horn directly towards the rabbit.

Maternal instincts rush through her as Fluttershy darts directly at the horned shadow's body, causing it to shatter into black and gray wisps like the smoke of a dying candle. Angel leaps towards her in a defensive tactic, throwing his little fists at the remnants of the horned shadow's head. It curves around them like a serpent, horn drawn out and charging directly at the space between them. It nears the sleeping Gray Moon and reconstitutes the tall, dark equine figure.

Clutching the put-em-up, put-em-up Angel between her front legs, Fluttershy watches as the horned shadow stands over the panicky Gray Moon. The gray colt freezes in place as the shadow bows its head and its horn begins to glow. Angel struggles in her grip and breaks free, lunging at the shadow. He passes right through and slides across the floor.

Fluttershy charges at the horned shadow as it seems to move over the rabbit.

It turns in her direction with the horn fully glowing with blowtorch brilliance. A flash of light soars over her head and collides against the wall, cutting off the moonlight over it. Like a pool of whiteout spreading over the sheet. Eats away at the wall.

Another shot!

Fluttershy jumps as the second flash of light fires directly at her legs and scatters, more acidic whiteout on the floor eating away. Angel leaps onto her back, checking his feet to make sure none of it got on his fur or flesh. It spreads outward and around here, bathing Fluttershy and her pet in an ominous glow. Gray Moon is surrounding by these white voids building around him like a moat. The horned shadow swings its head forward, taking a shot at the ceiling. A shriek hits Fluttershy in the ears. But no victim, where?

Illuminated by the white void glow, the horned shadow turns its attention on Fluttershy. The shriek from the ceiling cuts off, replaced by another sound. At first, it resembles something distant and building, like the heavy flow of water down the river. But-

_Fluttershy…can…hardly…fly…_

Familiar words. Unwanted words. But where-

_Fluttershy…can…HARDLY FLY…_

The images of laughing fillies and eyes warp around Fluttershy, melding into more imagery. Pegasi screaming at her. New her belittling her friends. The dragon's roar. The disgusting mix-matched creature that made her into a monster. The other hers gathering around in a circle. The

Fluttershy screams into the barrage until everything quickly retreats. The white voids vanish, revealing a still-intact floor and ceiling. Angel stares dumbfounded as everything reverts to normal and the horned shadow pulls back. The helmeted horn ceases to glow and the voices and foul images from the past fade.

Breath catches. Chest stops heaving. Gray Moon ceases to panic as the horned shadow dissolves once more into wispy chains of black. Gone.

Fluttershy shakes her head, brushing a single tear forming along the edge of her right eye. Taking another look, she sees Gray Moon sleeping peacefully. She looks in Angel's direction, not pleased with the rabbit's crossed arms and told-you-so expression.

* * *

Gray Moon stirs, taking a good look at the furniture and ambiance of the living room. The memories of the previous night come back to him but he shakes them off for the time being. Moving from underneath the blanket, he stretches under the sun's rays coming through the window. For a few seconds, he feels an unusual peace.

"Good morning, Gray Moon. I hope you slept well."

Gray Moon remembers his hostess and turns to face her as she approaches. Not wanting to worry her guest, Fluttershy puts the images from last night out of her mind. Smiles.

"Yes…I slept…alright…though…I had…nightmares…"

"I'm sorry to hear that," Fluttershy replies as she moves towards the table with the fruit bowl. She picks out an apple and brushes it with her hoof before taking a bite. "I have some apples here if you'd like. I'm sure you're hungry after all you've been through."

Gray Moon walks towards the table, showing the first smile on his face since his arrival, as Fluttershy moves with a bag of feed between her front legs. For a couple moments, he watches her glide over the floor with her wings. Other pets gather around her feet to feast on the food presented. Birds flying from birdhouses and squirrels coming in through the stairway passages along the ceiling. All this he didn't notice the night before. Beaming with life.

He sits at the edge and helps himself to a red apple. Bite. Chew. More bites, more chews. More as the rabbit approaches the table and positions himself not far from Gray Moon. But as soon as he sees the colt, the rabbit scoots away with a suspicious glare. The gray colt raises an eyebrow and returns to eating the apple. Angel continues giving him the suspicious glare even as Fluttershy reaches the table with a bowl.

"Seeing as how you liked it so much last night, I thought I'd just whip up another bowl of that yummy salad for you, Angel," Fluttershy offers, trying to get her pet onto another subject than throwing death glares at their guest.

Angel takes the bowl without taking his eyes off Gray Moon. The second time, the colt notices Angel watching him, the rabbit buries his face into the bowl.

"I guess…Angel…doesn't like…me…much…"

"Oh no no. Angel's just not used to you is all. He was like that with all of my animal friends here," Fluttershy gestures towards the birds and squirrels and other creatures finishing their feed and seed. "Isn't that right, Angel?"

With face still buried in the bowl's contents, the rabbit gives an apathetic thumbs up.

"See? Anyway, I'm glad you got a good night's sleep," Fluttershy glances down at his front legs. The collection of scratches and sores are gone much to her combined relief and surprise. Gray Moon catches her expression and she sheepishly responds. "Well, you had all these scrapes against your legs last night. I guess you must be a fast healer."

Gray Moon inspects his legs. "Yeah…I suppose so…"

Angel's face reemerges from the salad bowl with an orange slice held between his teeth. He swallows the juicy bits while pulling the rind away, dropping it on the table. A second passes before he remembers Gray Moon's presence and continues his glare.

"Um…sorry for not being used to you…" Gray Moon apologizes, trying his best at a reassuring smile like Fluttershy's. "Did I…do something wrong?"

"Don't worry about it," Fluttershy says again, patting Angel on the back. "He just was awakened when you had those nightmar-but everything's just fine."

"Did…I do something bad in my…sleep?"

Fluttershy shakes her head. Reassuring smile. She does her best to ignore Angel prodding her shoulder and tapping his foot impatiently.

Gray Moon doesn't know what to make of this. "Did you…see a…horned shadow? Or…anything…like that? If you did…I'm sor-"

"No, no, nothing like that at all!" Fluttershy shakes her front hooves. "Just some tossing and turning, nothing out of the ordinary like a giant red-eyed monster with flashes of light!"

Angel facepalms.

Fluttershy notices the disturbed look on Gray Moon's face and tries to change the subject. She turns to his flank and notices the unusual cutie mark. "My, I've never seen a cutie mark like that before. What's your talent?"

Gray Moon's look of worry morphs to a look of confusion. He glances back at the marking on his flank. Getting a closer look in the daylight, the circle bears hazy edges and the two circles within resemble a tiny sun with orange stalactite rays and crescent moon curved over a patch of blackblue. These familiar markings…

"I…honestly…don't know…" Gray Moon admits, feeling a little dumb. "I just…have…this…cutie mark as…you call it…I dunno…what…"

"That little sun and little moon look familiar," Fluttershy notes. "Well, whatever you talent is, it must be something great."

"Um…yeah…" Gray Moon paces away from her and walks towards the door. "I…really…don't remember…much…sorry…"

"It's alright, at least you remember your name?" Fluttershy attempts comfort.

Angel slams his forehead against the table.

A thought comes to her. "Wait, Princess Celestia has a sun marking like yours there," Fluttershy moves alongside Gray Moon and points towards the miniature sun in the circle. "Are you associated with her?"

"…Celestia?"

Behind them, Angel shakes his head in don't-believe-this-guy manner.

"Oh, surely you know who Princess Celestia is?"

The gray colt pauses to think. Shakes head. "Doesn't…sound familiar…"

"Well, maybe Twilight might know something," Fluttershy salvages the conversation. "She's her student. Maybe she might know something about this?"

Gray Moon shrugs.

Fluttershy nods, trying to shake the mental image of the horned shadow from her mind when it resurfaces. Perhaps Twilight might know something about that marking. Or the vision from last night. But less Gray Moon knows about that, the better. "Come on, I can show you the way to Twilight's house. She might know."

Gray Moon shrugs again.

"Yeah, come on, Gray Moon," Fluttershy nods again. She turns to Angel. "We'll be back in a bit. Keep an eye on the place, alright?" She opens the door and gestures for Gray Moon to follow. "Thanks!"

At the doorway, Angel eyes them with a half-worried, half-suspicious look. Reluctantly, he shuts the door behind them.

* * *

In the library, an indigo book hovers across the open air, protected by the purple aura about its form. The cover reads Memory Projection: Academic Edition. It lands just right before the purple unicorn and opens to some pages in particular. Down the stairs behind her, a small purple dragon picks up a couple of stray books left on the steps. He watches with semi-interest, wondering about his friend's progress with her latest study.

"So how's your work with that mindreading spell coming along, Twilight?" the dragon asks, shifting the books onto the nearest shelf.

Twilight Sparkle rolls her eyes. "For the last time, Spike, it's not a mindreading spell. It's a memory projection spell. There's no mindreading involved."

"But it lets you see anypony's memories right? Isn't that kind of like mindreading?"

Twilight groans and returns to her reading. "'And with _memory projection_, a specialized pony can search through memories for all kinds of purposes, historic, academic, and so forth. Some studies have also shown its effective use in therapy." That could be useful."

"For what? If you went all crazy again?"

Twilight shakes her head. "Ignoring that. Anyway, I need to keep trying these spells so maybe I can use it to gain more insight about Equestrian history. Maybe even-"

"Yeah, yeah, I just don't like being used as a guinea dragon," Spike grumbles. "I don't really like having my memories and thoughts projected in a little bubble for all to see."

"I'm sorry but for the most part, you're the only other one here. Besides, I'm the only one who's seen any of them."

"What about Owlowiscious over there?" Spike gestures towards the owl on his perch. "I'm sure he's got memories you can "project". Probably some nice shots of the Everfree Forest."

"I very much doubt Owlowiscious would have any memories pertaining to Equestrian history."

"Oh, you never know," the dragon takes a shot at reason. "Maybe he remembers the first time owls ever came to Equestria. That could be historical, right?"

Twilight facehoofs. "Please just think of something so I can project it, Spike. You know I have to perfect this."

Spike sighs, resigning himself to a still position within range of the unicorn's magic. "Very well. But at least promise me you won't mention anything you see, alright? My thoughts are my private joy."

"For the fifth time, I promise," Twilight says before positioning herself for the mental channeling. "Now just hold still and concentrate on one thought. Just one. And please do it this time."

She concentrates her glowing horn in Spike's direction before starting up the spell. The glow extends towards Spike's head. On Twilight's end, the unicorn mentally shifts through a collection of thoughts, memories, and notes popping up like rising flowers as she retains focus on the thought standing out among them. For a moment, an indigo aura forms around the small dragon's face as he focuses on one particular thought. One particularly pleasant thought.

The indigo aura splits from his face and forms into a thought bubble-shaped cloud. After a few little sparks of purple energy, a picture starts to form. An amorphous white blob reshapes itself into equine shape with a purple splotch gains Spike's appearance. In this vision, a white unicorn with a deep purple mane kisses Spike on the cheek on a Ponyville bridge overlooking the water. This mental footage rewinds in a loop of her little act of affection, a slight squeaking echoing with each kiss.

"Spike!"

"Hey, you told me to concentrate on _one_ thought, right?" Spike says defensively, a small blush stickering across his scaly cheeks. The looping image of the white unicorn kissing his cheek dissolves as the concentration breaks.

Twilight rolls her eyes, mentally facehoofing herself for not expecting a Rarity-obsessed thought to come her way. Nevertheless, progress is progress, she supposes. The Rarity-obsessed thought came into a clear picture. Memory projection complete.

Knock on the door.

Twilight sets his study aside for the moment and uses a simple telekinetic spell to open the door. She smiles as Fluttershy appears across the threshold. "Hello there, Fluttershy."

"Hello, Twilight," the yellow Pegasus answers. "I was just wondering if you could help me with something."

Twilight perks up. "Sure, Fluttershy. What do you need help on?"

"Well, actually, it's not me who needs your help. It's Gray Moon here who does," Fluttershy explains, taking a step to the side.

Twilight and Spike eye the gray colt as he cautiously steps inside. He takes a moment to register his new surroundings before refocusing his attention on the purple unicorn and the small dragon.

Fluttershy moves to whisper in Twilight's ear. "He doesn't know where he's from but he's never been to Ponyville before so I showed him around a bit. Gray Moon is a little shaken since his nightmares he had last night."

Twilight nods, understanding before turning to Gray Moon. "Well, Gray Moon was it? Welcome to Ponyville. I'm Twilight Sparkle and this is my top assistant Spike."

Feeling a bit prideful, Spike takes a little bow. "I just do what I can."

Gray Moon looks for the words. "Nice…to…meet you…both…Fluttershy said…you know…a…lot of things…"

Twilight raises an eyebrow. "Is there any particular reason you space out your words so much? It's so unusual."

"I'm…sorry…I…haven't spoken…much…"

"No, no, it's fine. I've just never known a pony who talks like you do. Anyway, what can I do to help you, Gray Moon?"

The gray colt hangs his head. "Well…I don't…mean…to…intrude or…sound…dumb…but I…don't…remember who…I am…or…where I'm from…or what…my talent…is…Fluttershy…said…you…might know…what…my cutie…mark…means…"

"Sheesh, let's make sure this guy doesn't try to give any speeches," Spike snarks.

"Spike!" Twilight glares at him before walking to inspect Gray Moon's cutie mark. She notices the familiar sun marking within the circle. "Interesting. I've never seen a mark like this before. What an interesting taijitu pattern."

"A tai-what?" Spike asks, moving ahead of Twilight to look over the marking. "Oh, you mean that swirly circle thingy?"

"A taijitu, Spike. It's a classic symbol of balance in nature," Twilight explains matter-of-factly. "And it appears Gray Moon's has the same sun and moon designs like those on Princess Celestia and Princess Luna. Maybe that could mean Gray Moon's talent is ensuring balance somehow."

"So what does that mean?" Fluttershy leans in to ask. "Because I asked Gray Moon and he doesn't seem to know who Celestia is."

"Oh yeah, he's definitely not from around here."

Twilight glares at the dragon before answering. "Well, it's definitely a spot-on marking just like her sun and her moon cutie marks. But I don't know what this could mean."

Feeling embarrassed, Gray Moon hangs his head again. "Sorry…didn't mean…to…waste your…time, Twilight…"

Fluttershy pulls Twilight aside from the gray colt and whispers to her. "There's more that you should know. Last night, there was this horned shadow lurking around Gray Moon while he was sleeping. I think it was something out of his nightmares, but then it tried to, I mean, it just appeared. Do you think you could help him?"

Twilight thinks for a second, holding her left hoof to her chin. "Maybe I can. From what you're telling me, it sounds like Gray Moon is projecting his own memories. Maybe if I use my own memory projection spell, I can see what's in his memories and perhaps help him overcome it. It's worth a shot."

Fluttershy offers a worried smile.

"Gray Moon, do you think you can remember the nightmares you had last night?"

The gray colt tenses, mane hairs standing on end. "Can't…don't want…"

"They were only nightmares, Gray Moon. And if they bother you that much, I can help. Just think about it. If we can see these nightmares, we can help you."

"These…projections…do they…hurt?"

"Don't worry, the projections can't hurt anyone. Please just think about it, Gray Moon. If we can see what's in your nightmares, maybe I can help you figure out what it is."

The gray colt considers and lets out a heavy sigh. "If you…must…go ahead…"

"Just concentrate on what you saw in those nightmares."

Twilight positions herself with her horn directed towards Gray Moon's head. That same indigo aura forms around his head. Fluttershy and Spike watch on as the spell connection develops. Gray Moon tenses more as the mental image of the horned shadow is drawn out in its own little thought bubble. The same flashes develop around its shape with those same dull winedark eyes. Fluttershy's worried squeak goes by Twilight's ear.

"I can see why you were a bit disturbed," Twilight muses as the vision builds and the bubble expands, showing the scenery of a settlement. "What is-"

Some screams strike Twilight in the face, driving her to clasp her ears. Fluttershy stumbles to her side, putting her hoof on Twi's back to keep her balance. Behind them, Spike watches in horror as a bright light flashes.

"Twilight, what's goi

_ng on?"_

_Books and shelves disappear, overtaken by a night sky and unfamiliar terrain as the projection expands. The indigo aura fades along the edges as the scene completes itself. A purple unicorn manifests in the center, sprawled from the sounds and light barrage that strikes her on the way in._

_When the screams and bright lights die down, Twilight shakes her head back into the waking world. Spread-eagled against the earth, Twilight rises with a pain developing between her eyes and horn. She gets to her hooves and rubs her front right one to her head as headpangs echo through. Opening her eyes, her library has vanished, dissolved into a new scene of some seemingly older pony settlement. The purple unicorn stares in disbelief at the intensity of this projection, crafting the world around her like a theatre drama set in another Equestria. After a few more seconds of confusion, Twilight takes a step ahead, feeling the dirt and a straggling weed crush beneath her hooves. Such an intense projection._

"_Spike? Fluttershy? Gray Moon?" she calls out. Her ears fold against her head when she receives no answer. "Fluttershy! Spike! Gray Moon!"_

_Noises from broken voices to cut-off cries respond around her but the settlement remains in ghost town form. Like the screams, they dart from one edge and go out the other, passing over Twilight's head like an uncomfortable breeze. She checks one more time just to make sure she's not in her library anymore. Eyes prove that she's not._

"_Just calm down, Twilight. It's just a memory projection. Memory projections can't hurt anypony." _

_Twilight walks ahead, trying to discern the noises building around her. In the distance, some shapes move across the terrain with their heads raised and eyes directed towards something in the sky. Confused, Twilight pauses to watch them, wondering if Spike, Fluttershy, or Gray Moon is among them. _

_A scared red earth pony darts by Twilight, knocking her to the dirt with a cloud of dust kicked up into her face. She coughs a few times as the cloud clears up until another earth pony, wine dark like the sea, passes her in a hurry. More hooves come as Twilight raises her head. On her hooves, Twilight moves among the panicking crowd. They scream in voices warped and distorted beyond recognition. Failed recording. Twilight tries to ask them what happened to her friends and the newcomer but gets no answer as others nearly trample her. She counters with a small forcefield, causing a few ponies to tumble around her._

"_Why are you all running? What is going on?" Twilight calls out as the forcefield breaks and another winedark pony collides with her. Back to her hooves. "Please stop! What are you all running from?"_

_The ponies ignore her continuing to run. In the flow, Twilight finds herself running in the opposite direction, passing the panicking masses. Ping-pong gaze as the crowd trips, stumbles, flocks, and flees around her and a house crumbles to pieces flying directly into her path. Twilight skids to a stop, barely missing the chunks of timber that soar over her head. Their edges are dissolved to nothing, broken into more pieces as the next settlement fliES RIGHT OVER HER HEAD_

_Hitting the dirt again, Twilight dodges flying timber with splinters raining around her face. More dust clouds pick up, causing her to cough and blink the tossed dirt from her eyes. Using another forcefield spell, the falling pieces of timber bounce off the purple aura and clack alongside her. The wind picks up, breaking her concentration as what used to be a window flips over her back, glass specks sprinkling into the dust. The shards barely miss her flank save for a couple getting caught in her tail._

_Twilight breaks into a panicking run despite it all being an intense projection that somehow seems more menacing than before. She maneuvers to the side as another house breaks into pony-sized chunks that dissolve into thin air just before they collide with her face. A window remnant here. An old stove there. A chimney fragment crumbling just above where she once stood. A bifurcated door splitting at just the right moment for Twilight to jump in-between the crack._

"_Spike! Fluttershy! Gray Moon! Where are-"_

_Twilight flips onto her left flank, barely dodging a white void stretching past her. The ominous glow lines her body as she leaps over another void sprouting beneath her hooves. Tripping up, she slides on her chest across the dirt, nearly colliding with the edge of a void. The glow surrounds her, eating away at the ground with her hooves frantically moving to keep her balance._

_Two legs curl around Twilight and she drifts above the circle of dirt as it's erased into oblivion. The glow becomes far more brilliant as more land is engulfed and more houses collapse into the voids, swallowed whole._

"_Twilight, are you alright?" a familiar voice asks. "I'm glad I found you!"_

"_Thank you, Fluttershy. I'm so glad you're alright. But please, don't drop me," Twilight responds, looking ahead of them as a figure manifests like a horned shadow. She chokes a bit as Fluttershy's grip tightens. "Not so tight…"_

_The horned shadow from before raises its front legs into the air and takes flight on massive, majestic blackgray wings. Its helmet shines like polished onyx with its winedark eyes continue to glow menacingly. Fluttershy barely has time to dodge as it fires a beam of magic, white as the voids swallowing the land, from its horn. Twilight nearly slips from her grip until Fluttershy re-grasps, determined to keep her friend from falling._

_Angered by the missed shot, the horned shadow soars towards them. Fluttershy drops down as the horned equine passes overhead, intense wind brushing against her back. Her wings hold and she dives towards a piece of intact land ahead of them. Just to get Twilight for a moment-_

_Another shot hits Fluttershy in her right wing, leading her to scream and her grip to slacken. Twilight flails her hooves into the air as Fluttershy manages to catch her friend in the fall. Fluttershy picks up speed, swooping to the side as the horned equine charges and barely misses them once again. As it goes by, Twilight sees the face…of an alicorn. Just like the Princesss._

_The horned shadow loses its shade-like form, becoming more alicorn-like by the second like a hazy memory becoming clear. A male. A very angry male. With another shot readied. Garbled words trail from his mouth, lost on Fluttershy and Twilight who duck and maneuver past to avoid any upcoming strikes._

_The next shot hits Fluttershy in the right wing and takes its toll on her stamina. Twilight throws her hooves into the open air as she falls from Fluttershy's grasp. The yellow Pegasus falters in the air, unwillingly spiraling into a couple of barrel rolls before starting her descent. As they fall, Twilight tosses herself in Fluttershy's direction and readies a spell. Anything to keep them alive._

_Her spell slows their fall as they reach the ground with a pair of soft thuds. Fluttershy winces, trying to hold back the tears in her eyes. When Twilight looks over, she sees that a chunk of Fluttershy's right wing has completely dissolved like a burn eating at every pinion. Twilight runs to her friend's side, helping her to her hooves just as the helmeted alicorn descends upon them. Twilight glares but the angry words catch in her throat. Angry inquiry denied._

_Another winedark pony stumbles in their direction. His presence draws the attention of the alicorn who bows his head towards the unfortunate mare. Twilight charges as the beam fires ahead of them, creating another void. The winedark pony slips halfway into the void, clinging desperately to the edge with her worn hooves._

_Twilight throws herself down with extended hooves and readied horn spell as the victimized pony struggles to keep her grip. She grits her teeth and grabs the mare's hooves, trying to pull her back. Her horn sparks its next spell as sweat slides down her brow._

_For naught. The alicorn manifests beside Twilight and kicks her aside. The mare gazes up in horror as the alicorn brings his hoof down on her face. Her grip slackens and, with a scream like those heard in the barrage at the beginning, plummets into the white void, vanishing into the deep glow._

_Twilight gets to her hooves, an angry NO! leaping into the open air. The alicorn turns to face her, horn glowing and hooves raised as if to stomp her into the nearest void. The unicorn responds with a shot of purple energy aimed at his head. The alicorn tilts his head and charges her with his front legs. She falls back as his legs come down to crush her head, firing another shot at his torso. The alicorn swift-kicks her in the side, sending Twilight careening across the scrap of terrain surrounded by voids. He raises for another shot-_

"_You big MEANIE!" Fluttershy yells from behind, slamming her front hooves against the alicorn's face._

_Stunned, the alicorn tries to direct another of the void beams in her direction, barely missing the yellow Pegasus with the partly-erased wing. Fluttershy dives for another strike, channeling New Fluttershy rage and succeeding as the alicorn stumbles back a bit, not expecting a would-be victim to retaliate. With another swoop, Fluttershy maneuvers around the alicorn and readies for another attack._

"_Fluttershy!" Twilight yells. "That's it! That's-"_

_Twilight freezes as the horn glows with a winedark aura and something like a forcefield shoots out towards them. In an instant, the winedark aura collides face-first with the unicorn and the Pegasus. Fluttershy tumbles through the open air in the blast with Twilight flying beneath her. They soar over the glow of the voids beneath them, miraculously landing atop another patch of intact land._

_Twilight tries to move her hoof or prepare for another spell when her body aches. Pain splits in her head as exhaustion overtakes her. Fluttershy fares no better, a groan turning into a cut-off moan as her still intact wing suddenly feels very heavy. Over them, the alicorn looms with his head bowed to closely inspect them._

_Winedark eyes staring into theirs. "Do…you…understand now?"_

_Twilight raises a feeble hoof towards the alicorn's face just as the alicorn stomps on her chest. Tears build up in her eyes, blurring her vision as the alicorn continues to look over them._

_Just a projection. But projections can't hurt._

_The alicorn doesn't gloat or smile evilly or any of the villainous things that Twilight expects him to. Instead, he lifts his head and looks to the sky. Suddenly, another flash of light appears in a pink and sea foam green blaze with wings extended overhead._

"_Release them!" a familiar female voice booms overhead. "Let them go, Gareth! Don't do this!"_

_The alicorn flies into the air, clashing directly into the other, a white alicorn appearing out of the pink and sea foam green blaze. They shout but their words are lost to the unicorn who nevertheless quickly recognizes their savior. Twilight cries out, seeing her mentor in the blur but her voice falters. The white glow of the voids developing around them intensifies, cutting out much of the night sky and the battle._

_Despite the loss of energy, Twilight struggles to her side, rolling over towards Fluttershy. Despite the legpangs, she pushes herself against Fluttershy, trying to support her friend. Despite her own legpangs and wing pain, Fluttershy extends her intact wing to pull Twilight to her. Despite the exhaustion, the two fight on._

"_Twilight…" the Pegasus manages to say. _

_Twilight nods, trying her hardest to not collapse. She looks up to the sky, seeing Princess Celestia and the alicorn she called Gareth battling. Her words are lost as a coughing groan follows suit, shooting into the stars. Fluttershy pulls Twilight a little closer as the two make a painful attempt to walk. Despite the energy loss, their hooves make a few steps but stop near the glowing white edge._

"_Sorry…" Fluttershy apologizes as her wounded wing collapses at her side, dangling as a useless tree limb. "I can't fly…"_

_Twilight tries to formulate a plan when a shot from the battle above hits the intact spot of land head-on, breaking beneath their hooves. The unicorn screams into the sky as she and Fluttershy fall into the void, spread-eagled against the glowing white oblivion below. Fluttershy shuts her eyes and tries to get a hold of Twilight with her good wing. Some mane hair flies into her face._

_The Princess' horrified expression appears at the surface, disappearing as the white blurs._

_Twilight manages to open her eyes just as she sees her left front hoof start to dissolve. Frozen with fear, the unicorn watches as the hoof turns to lavender dust along with her other hoof. Tail. Bits of the torso. Hair._

_The unicorn lets out one more scream as her face turns to dust and_

Twilight! Are you alright?"

Spike runs around, dodging Twilight's flailing hooves as they whiplash at his head, barely missing his ears. The little dragon shakes the entranced Twilight Sparkle's head, desperately trying to wake her up. The unicorn's eyes glow with an unearthly winedark hue with telltale bloodshot markings along the edges. Her horn is entrapped in a winedark haze, throwing off embers and sparks as the memory spell persists. The screams on the other side remain trapped in Twilight's throat.

The dragon worries even more, shaking once again to get his friend awake. Failing, he moves towards Fluttershy who glances between her wings, the same winedark hue overtaking her eyes. The yellow Pegasus' right wing doesn't move while the left frantically waves, slapping against the wooden floor. Spike frantically shakes her in every attempt to wake her as well but is met with no results. Instead, the left wing flaps more erratically, on the verge of losing a few feathers in the process. Failing here, Spike turns his attention towards the gray colt entrapped with them, winedark eyes and tense legs. Glare forms on the dragon's face.

"What did you do to Twilight and Fluttershy?" Spike demands, kicking at the still Gray Moon's legs. "Snap them out of it! What have you done to them?" The dragon climbs atop Gray Moon's head and slaps the colt's cheeks, tugs on his mane and shakes his face. "Snap them out of it now!"

Winedark aura and haze begin to fade around Twilight's eyes and horn as Spike continues yelling at and shaking Gray Moon. The unicorn shudders as a flash of light manifests into the familiar shapes of books, shelves, and windows. The settlement and voids slide away into the recesses of her memory, the image of the dark alicorn and the Princess eroding away like a reflection shattered in the current. Twilight lowers her hooves and clutches her head as her return to the waking world leaves her with a massive headache. The bloodshot markings vanish from the edges of her eyes, healthy again once more. Somewhere in the distance, Spike is condemning Gray Moon for endangering his friends.

Twilight turns to her side and crouches, successfully standing up with the legpangs and cramps forming. She turns to Fluttershy whose left wing ceases to flap, keeping all feathers attached. The yellow Pegasus rubs her eyes and turns her focus to her left wing. Fluttershy lets out a sigh of relief when she sees her wing is intact despite the flashquick memory of it burning away in the alicorn's shots. Her gaze meets with Twilight's and she throws her front legs around the pony, glad to see her alive and whole.

The touching moment is broken when Gray Moon collapses to the floor with Spike still yelling and smacking his face. The winedark aura vanishes from his eyes, now clenched shut as his body seems to quit on him. Spike slides off the colt's head and runs towards Twilight. "Twilight, you're alright! Fluttershy! You're both okay! I just was so worried and-"

Twilight gently pushes the ecstatic dragon off her front leg. "We're fine, just fine. What happened?"

"You and Fluttershy just went all still and I just had no idea what was going on, it was like you were entranced! Like hypnotized and you wouldn't move! And you had this dark red glow in both yours and Fluttershy's eyes and around your horn and Gray Moon just stood there like he was catching you in a trap or something so I just-"

Spike pauses in his explanation as Twilight walks past him towards Gray Moon collapsed on the floor. Fluttershy follows, both ponies inspecting the colt on the ground. The yellow Pegasus gently prods the colt's side, checking for signs of life. Twilight thinks back over the projection.

"Spike, take a letter. I think the Princess might want to know about what we saw in the memory."

* * *

Spike finishes the letter, adding every detail in a very interested fervor like an author scribbling down the vicious imagery of his novel. The taijitu cutie mark with Celestia's sun and Luna's moon. The image of the horned shadow. The memory of the mysterious alicorn with the white voids. A few times, Twilight catches Spike attempting to paint Gray Moon as a villain and corrects him. The quill finishes its final stroke and the scroll curls in his hands.

Fluttershy stands over Gray Moon with a hoof brushing his side, still making sure the colt is breathing after the trauma. She sighs with relief when Gray Moon finally exhales after a few moments of absolute stillness. "It's okay, Gray Moon. I don't blame you for what happened. Neither does Twilight. It's not your fault."

Tears start forming between the gray colt's eyelids. "I…shouldn't…have…come…"

"Got that right," Spike snarks.

Before Twilight can either glare or tell Spike to be quiet, the little dragon begins to gag. In a shot of emerald flame, another scroll appears, tumbling across the floor towards Twilight's front hooves. Telekinetic spell raises the scroll and unfurls it before Twilight's eyes. It simply reads: Do NOT let him out of your sight. Keep him there.

"But why would the Princess say that-" Twilight wonders aloud just as a knocking comes at the door.

The door flings open before either pony or dragon can answer. Two royal Canterlot guards, wings tense and helmets shining golden bronze, march into the room. Immediately, they approach Gray Moon and surround the colt, one guard gently but forcefully pushing Fluttershy aside.

At the threshold, the radiant Princess Celestia bows her head and walks within, drawing back her wings to fit past the doorway. Instead of the usual smile and friendly face, the Princess looks upon the fallen gray colt with suspicious, almost angry eyes. She passes Twilight and Fluttershy without acknowledging their presence and stops just before Gray Moon. For a second, she inspects the taijitu cutie mark and her eyes widen before returning to their suspicious glare.

"Wake up for the Princess!" one of the guards yells, kicking Gray Moon in the side. "Answer truthfully or there will be consequences!"

Gray Moon opens his teary eyes and ears fold back against his head in the presence of the Princess. Fear sweeps over his eyes, turning his equine blood to ice. Twilight starts to move towards them until one guard motions for her to stay back.

"Are you Gray Moon?" the Princess finally speaks.

The gray colt finds the words. "Yes…that's my…name…"

"Answer me truthfully," Celestia narrows her eyes and bows her head to meet Gray Moon eye-to-eye. "Does the name "Gareth" mean anything to you?"

Gray Moon shakes his head, more frightened now. "Should…I…know…him?"

Celestia raises her hoof as if to strike him. The gray colt covers his head, fearing more pain to come. The Princess lowers her hoof and pulls back, shaking her head. "Come, guards."

The two guard Pegasi nod and walk around Gray Moon while keeping their eyes on the colt. Celestia pauses in thought and inspects over the colt's cutie mark once more, glancing at the sun mark on her flank. Perfect match. Nevertheless, she pulls back and turns towards Twilight, acknowledging her student. "Thank you for the notification, Twilight."

"Princess Celestia, what is going on? Is something wrong with Gray Moon?"

"It's nothing," the Princess answers bluntly, then replacing her suspicious glare with the usual friendly face. "Don't worry about it. I just mistook him for somepony else. From what I can gather, he just seems to have some kind of ghastly nightmare. Nothing more to worry about."

Twilight is about to question when Celestia raises a hoof to silence her.

"Just be careful with your studies next time, Twilight Sparkle. And just keep an eye on Gray Moon."

Twilight glances back towards the gray colt still covering his face and back to the Princess as she bows her head and tucks her wings to leave past the threshhold. The mental images of the memory projection flash through her mind once more. Looking at Fluttershy, she just doesn't know what else to say.


	2. This Dark and Dismal House

_Jump ahead._

One of the royal palace guards glances up at the magnificent magenta glow of the forcefield looming overhead. He lets out a low whistle, wondering what kind of threat is about. In the glow, the stars look like shiny cherries or winedark eyes looking down at him. It's a clear night with a great view, no clouds for any trespasser to hide behind. The guard fights back a yawn, trying to keep up the always-attentive persona the Canterlot guards are trained to have. The last thing he needs is another reminder to keep up appearances.

"Wonder what the Princess wanted the forcefield up for this time?" he wonders aloud. "I hope it's not those Changeling beasts coming back. I hated dealing with my own reflection trying to kick my flank while another sneaks up from behind. That was horrible-"

"The Princess' orders are the Princess' orders," another guard walking from the side answers, his helmet reflecting a magenta forcefield sun in the center. "She ordered that the forcefield be maintained and that's what we did. Now, keep focused!"

"I was just wondering. The Princess seemed very worried earlier when she returned. Something about a gray colt in Ponyville with a sun like hers as part of her mark. If it's something big-"

"Focus!" the other guard retorts.

The first guard shakes his head, putting on his serious face while his wings set back against his sides. He glances back up towards the magenta forcefield and winedark starry sky, expecting to see some kind of aerial invader. He thinks back to the chunks of the conversation he had overheard with the Princess. A gray colt in Ponyville drawing her attention that she would leave Canterlot immediately to find him? What can this all mean?

Perhaps the gray colt was some Changeling agent of that diabolical queen coming back? Or the queen herself in another of her wicked disguises? Hard to say but given that Captain of the Guard Shining Armor and his beautiful bride are in the castle, it's a possibility. Nevertheless, no aerial invader is going to attack the palace. Not on their watch and certainly not on the watch of Princess Luna in the tower. That is certain.

_Focus!_ The guard reminds himself in a mental voice sounding like the other guard. _Just keep focus! Captain Shining Armor can handle himself. He wouldn't let that Changeling monster dupe him again. Just keep on the task at hand._

Speaking of the Captain, Shining Armor stands on the balcony of the tower, overlooking the premises as his forcefield spell keeps functioning above his guards below. The wind passing through shifts his deep blue mane a little as he arches his head to the winedark stars. A dull magenta glow glistens over his eyes focused on the possible threat to come. He lets out a small sigh, remembering Cadance's reassurances that everything will be alright. But for now, he keeps attentive to the duty at hand.

Something blurs past the apex of the forcefield, catching the Captain's eye as it crosses the field of winedark stars.

Shining Armor and his guards turn their attention towards the blur as it passes by again like a fly plotting to land. The guards ready their lances, wings tensing in anticipation of the seeming aerial invader. The pondering guard squints, trying to get a better glimpse at the figure if it matches the Changeling Queen's appearance.

The blur returns, gaining a familiar equine shape as it slows down, hovering just above the apex of the forcefield. With its massive wings and horn, the pondering guard thinks it might be Princess Luna. But why would Luna leave her post and go outside-how could she when he saw her at the tower? Was Luna-

All thoughts are cut short as a beam fires directly from the mysterious alicorn's horn into the apex of the forcefield. Magenta sparks fly, scattering the winedark stars as the energy flies down in a heavy rain. Shining Armor stumbles backwards in the recoil, collapsing against the balcony's edge. His guards duck and dodge as the energy collapses in shards, stirring up their instincts to avoid the debris even as it dissolves into the open air. The pondering guard and his associates prepare their wings to take off when the alicorn vanishes.

Shining Armor gets back on his hooves and tries to pull restart the forcefield spell when something cracks below him. Gazing down, he sees a lower spire slowly dissolving into nothing. Two guards within tumble forth, one tossing his helmet to the ground as it too dissolves like an extinguished flame. He refocuses to send out the forcefield spell when another sound erupts in the distance.

The pondering guard readies his lance as an explosion erupts above his head, scaring him out of his wits. Expecting to see stone chunks falling towards him, the pondering guard is surprised by the lack of debris, instead seeing a white void forming along the edge of the tower. It climbs like spreading ivy, veins of glowing white eating away at the tower. Inside, someponies are screaming and several pairs of wings flutter to escape through the nearest window.

Cadance stirs from her bed, running her hoof next to her to see if her husband is back. Not sensing him, she wakes and slides out from under the covers. She almost calls out her colt's name when something erupts outside. Worried, she runs to the open-door balcony, seeing Shining Armor frantically searching for something in the sky. Yells and calls echo around outside, prompting her to run towards her spouse.

Seconds later, a shot of white void splatters against the tower's edge beneath them. The balcony caves in as Shining Armor realizes too late, hooves tossing into the air. Warm front legs wrap around him with wings slowing his fall. He looks above, seeing his mate's worried expression and the collapsing tower behind them. It plummets into the valley below the mountainside, smashing into pieces at the bottom.

A piece of intact stone collides with Cadance's back.

He throws himself under her. Cushion her fall as the ground nears. But Cadance turns, holding Shining Armor against her chest as they land, her back shrieking in pain from the collision. Shining Armor's helmet flies from his head into the path of two guards coming to their aid of their Captain.

The pondering guard and the others maneuver, trying to follow the quick path of the aerial attacker as more blasts of energy form white voids along the ground. The pondering guard panics as he nearly slides hoof-first into a void stretching at his feet, nearly losing his helmet over his eyes.

"Captain! Captain!"

"We have a visual on the intruder! Prepare for attack formation!"

Shining Armor helps Cadance to her hooves, feeling angry at himself for not shielding her from the fall. He's about to apologize when she pulls him to her, nuzzling his cheek.

"Captain! The attacker has landed!"

Shining Armor gently brushes Cadance away and turns to the landing strip where Princess Celestia's chariot would take off on and return from business affairs. "Get behind me," he tells his wife.

"Shining Armor, I'll be fine. Please-"

"Please, just stay behind me, my love."

Cadance follows as Shining Armor makes his way down to the landing strip, lined with guards coming to his side. At the very tip of the strip, the dark alicorn rests its hooves atop the stone. The wind dies down as the alicorn approaches the edge where Shining Armor stands with Cadance. The two look on.

The pondering guard and the others ready their lances and form twin lines along the strip, watching the attacker. He gets a closer look at the alicorn as it walks down the strip, almost in the same fashion as the Princesses' royal gait. The alicorn is almost as tall as Princess Celestia but completely blackgray with winedark irises. He catches a glimpse of the mark on the mysterious alicorn's flank, a bleak and blended circle warped and curving downwards like a twisted heart, half-black, half-white. Two blurs hang within the warped circle but he can't make out their shapes.

The alicorn pauses and stares down at the pondering guard who freezes in place, his lance slipping from his hooves. Others draw out their lances but fall back when the alicorn turns away to face Shining Armor ahead once more. The pondering guard shrinks back, feeling as if the energy is almost completely sapped out of him.

Shining Armor and Cadance keep their stance as the alicorn finally reaches the end. The Captain of the Guard turns his head and sees Princess Celestia approaching them. She maintained her stare which the attacker reciprocated, almost as if they were old friends. Celestia passes by her niece and nephew-in-law, not breaking her eye-to-eye gaze with the mysterious alicorn. She stops as soon as her front hooves are only a few centimeters from the other.

"Princess Celestia?" Shining Armor starts to ask as Cadance hushes him.

Celestia's eyes narrow as she gazes into the unflinching poker face of the blackgray alicorn and his winedark eyes beneath the onyx helmet, looking like a shadowy, corrupted version of those worn by her royal guards. The lances remain drawn, readying themselves for the expected assassination attempt on the Princess. Celestia hopes to herself that they will not have to fight.

"Why are you here?" she asks.

The alicorn tilts his head a little and surveys the damage done behind her, particularly looking over the white voids' handiwork and the hole of the missing tower. Instead of the sadistic smile of a mad magic user admiring his work, he maintains the poker face. Then, with the grace of a loyal subject in the court, he bows before her, reaching the tip of his horn to the ground near her hooves.

"Answer me!" Celestia growls, taking a step towards the intruder while maintaining her gaze.

The alicorn rises and stares directly into her eyes. For a moment, the winedark eyes fade into jade. In a moderately deep voice, he answers. "Did you think he would dream forever, Celestia?" Deeper, returning to the winedark eyes. "Even you can't banish our kind for all eternity."

The guards tense, weapons extender further.

Celestia falters for a moment before answering as the memory comes back to her. "I'm sorry, Gareth. I did what I had to do. It hurt, old friend, but I just couldn't-"

"Then you will understand that I must do what I must do," "Gareth" replies in the deeper voice, winedark eyes glowing. "Zero Wing is your savior."

Before Celestia can move, Zero Wing charges her head-on, sending the Princess backwards onto her side. The guards move ahead, lances drawn for the attack.

"NO!" Celestia calls out.

Winedark aura builds around Zero Wing's horn and spreads in a forcefield shot surrounding him. In an instant, the guards are thrown back and their lances soar into the air, clacking against the stone. They try to stand but collapse, eyes barely open and energy sapped. Behind, the pondering guard struggles to stand up, nearly tripping over his fallen lance. He fails, sliding onto his side as exhaustion overtakes him. The other guards follow suit, feeling all energy sapped from their body.

Shining Armor and Cadance watch in horror as the repel attack takes its toll on the guards. Angered, Shining Armor charges ahead with his horn readied for any number of spells to launch. Directly at the one the Princess called Gareth, he aims-

Zero Wing wastes no time in firing another winedark forcefield shot that flies into Shining Armor's path. The Captain of the Guard fires his own forcefield spell, puncturing the winedark field with a magenta energy spear. Stunned, Zero Wing seems to step back as Shining Armor lunges once more with another shot. Zero Wing blurs alongside him, dodging the magic blast that disappears over the heads of the fallen guards. Shining Armor curves around.

The winedark aura snaps back and dives right at the unicorn, colliding into Shining Armor head-on. For a moment, the Captain of the Guard soars into the open air, hooves weakly extended towards Cadance in the distance. After the second strike, he tumbles along the strip and lands on his side, his armor slapping against his torso. His wife screams his name.

Celestia rises into the air as Zero Wing takes off, preparing for another spell attack. She counters, launching a bright sunlight gold mass of energy in his direction. It clashes against the winedark aura firing from his horn, pushing against the other beam. It crackles and explodes, throwing both alicorns back a bit.

Zero Wing swoops, hitting Celestia from beneath and throwing off her next planned shot.

"Don't do this!" she calls out, regaining her balance on the air. "Gareth!"

The other alicorn disregards Celestia and takes off into the space above her. _Not time to deal with your old friend Celestia yet,_ Zero Wing moves through Gareth's mind._ You must start again. End all suffering. Start eradicating the meaningless existence. All of it. Now. Now, while we're awake._

She hears the panicking voices of the castle guards and residents running as another tower falls, its midsection dissolved away by a void shot. Telekinetic spell sends debris flying in her direction, shattered around her by quickthought spells. When the dust of the broken stones clears away, she's lost all sight of Zero Wing curving around the other side of the castle.

Below them, Cadance runs to her fallen mate while any remaining guards move through the premises, yelling for all occupants to evacuate as the battle goes on. She holds Shining Armor to her, brushing his mane with her front hooves. Around her, the collective moan of the energy-sapped guards drones on. She looks up into the sky, seeing Celestia frantically searching for the attacker.

"Shining Armor…" she says quietly, holding her husband's head to her chest.

Zero Wing blurs around the castle and swoops onto a handful of royal guards searching for the intruder. He fires a shot of white void energy directly at their feet, nearly engulfing them just like with the others. They take to the sky and extend their lances, trying to strike at the alicorn's underbelly. The winedark aura builds up around him and the guards plummet from the sky, hitting the fragments of ground not swallowed up by the voids encircling them.

_Less to suffer. Finish the job._

Zero Wing sees the pink alicorn on the landing strip and briefly examines her, wondering if he's seen her before. No. She isn't familiar like Celestia. Is she another of their kind pulled into this meaningless existence? He sees her hanging onto the body of the Captain of the Guard he incapacitated and considers what he must do. Swooping in lower, he trails towards the pink alicorn, wings extended and horn readied for the next attack. Winedark aura prepare.

Cadance feels his presence and turns around on him, staring angrily at the alicorn. Her expression melds into confusion when Zero Wing oddly pauses. He hangs on the air, staring at the alicorn and her mate, his formerly emotionless face shaped into fear with his winedark eyes dimming slightly. Unseen to Cadance, a memory flashes before his eyes.

"…Sunny?" Zero Wing breaths in the lighter voice.

"GET THY HEAD DOWN, CADANCE!"

Taking advantage of his distraction, Luna soars down and directs a bolt of energy at Zero Wing's body, sending the dark alicorn reeling into the air.

_You let yourself get distracted. Forget Sunny. Forget them all. You know what you must do._

Zero Wing recovers and turns, only to clash horns with Luna as the midnight blue alicorn rushes him. Cobalt and winedark energies collide, shooting off sparks and embers. For a moment, Luna throws him off, pelting his chest with a flash of cobalt. She readies for another shot as Zero Wing blurs away, vanishing around her like a lost memory.

Where-

A winedark aura fires directly at Luna, throwing her off. Unlike the guards below, Luna is mostly unfazed aside from the pang exploding in her head. Clutching her face, Luna falls back, giving Zero Wing another opportunity to fire.

Cut short.

Celestia strikes Zero Wing from below. For a moment, their eyes meet as Zero Wing curls around. Another strike into his chest sends Zero Wing backwards. In a moment, he falls to the earth, his wings slowing his descent. Collapsed, the attacker lets out a heavy breath as Celestia and Luna surround him, Luna preparing to attack if needed. Surprising her, Celestia moves cautiously towards the dark alicorn, a worried expression on her face.

"Please, stop this now. You're in there, I know it," Celestia bows her head before Zero Wing.

Luna pauses, confused by what she could mean.

Zero Wing seems to regard Celestia for a moment, staring up at her. The same winedark aura emerges but weakly expands into a flash of light. Luna watches curiously as a mental image of a dark gray alicorn with a charcoal mane flashes into place over them. The savage-looking alicorn replaced by a cleaner alicorn of the court, bowing respectfully before Celestia. Somepony she knew in the time before Nightmare Moon.

Suddenly, Zero Wing lashes out against Celestia, striking her in the chest with the winedark aura. The image of the dark gray alicorn in the court shatters as Zero Wing rises to his hooves and glares onward, kicking the dirt and stone debris behind him.

"Perhaps, I must show you just how meaningless it all is," Zero Wing utters, eyes glowing.

Luna readies herself to come to her sister's aid but Celestia raises her right leg to push her to the side. Winedark aura shoots outward, hitting Celestia head-on. She winces but is otherwise unfazed. Luna shields her eyes, feeling a slight burn against the underside of her front right leg. Around her, the wind picks up as normal. Luna searches for the attacker and runs to her sister. In the distance, Cadance calls out Celestia's name.

When the pain in Celestia's eyes and head clears and the bright light fades, Zero Wing is gone.

"Sister!"

"I'm fine, Luna…"

"Sister, who was that insolent attacker?"

Celestia frowns, not looking at Luna. "It's Gareth, Luna. Or it was."

The midnight blue alicorn pauses and is about to speak when Celestia cuts her off.

"Please, see to Shining Armor and the guards, and to anypony that's hurt. I don't want any casualties."

Luna nods. "Understood." The midnight blue unicorn moves down to the landing strip to meet up with Cadance. The two pull up Shining Armor and begin carrying the weakened guards back towards the mostly-intact castle. Luna recalls the flashback to the image of the dark gray alicorn in the court before Celestia. That monster…couldn't be?

Her sister disappears for a moment into the damaged castle. A few seconds later, Celestia takes off into the sky and scans for any trace of Gareth/Zero Wing. Much to her horror, a trail of winedark energy heads towards Ponyville...

* * *

_Jump back._

Gray Moon moves to the corner of Twilight's library, huddled away with the thought that he might just vanish into thin air for all the trouble he's caused. Voices call outside, asking Twilight about why the Princess would just show up. They keep it up for the next few hours, trying to ask Twilight twenty questions before being ushered out. Fluttershy turns to Gray Moon in the corner, trying to offer some kind words but he disregards her, covering his face.

Twilight thinks back to what she saw in the memory projection with the voids and the destruction. She ponders over the where, what, when, and why but just draws a blank. But why would Celestia come and interrogate Gray Moon like this? And who was "Gareth"? Did he have something to do with all of this?

So many questions but maybe there's answers!

Twilight begins sorting through the books in her "History of Equestria" shelf and perusing each volume for information. "Anything about settlements with an alicorn? No! No! No!" Four going on five books pile up behind Twilight, open to unhelpful pages. Surely, she has to have something!

Gray Moon lowers his head to the floor, feeling the stress of the memory projection coming back to him. Fluttershy moves towards him, brushing his mane with a comforting hoof. He doesn't bother pushing her away this time, crying into his front legs.

"Gray Moon, it wasn't your fault. I shouldn't have said anything. I'm sorry. I just wanted you to be alright. I'm sorry, but please don't blame yourself."

Twilight reads over a seventh book, finding nothing about the dark alicorn or anyone with the name "Gareth". The eighth book hovers in its purple hold near her head, opening to several pages concerning early pony settlements in Equestria. Nothing about a settlement with any Gareths of note. Frustration.

As she continues, Gray Moon looks towards Fluttershy, wiping away some of the tears with his right front leg. "I'm…sorry…didn't…mean to…"

Fluttershy keeps up the reassuring smile. "Please don't blame yourself. It's not your fault."

Gray Moon rises to his feet, stretching his legs and brushing remnant tears from his eyes. He shakes his head, as if to dislodge the mental images of the nightmare/memory projection from his mind. He turns back towards Spike giving him the suspicious glare like the rabbit back at Fluttershy's house. Guess it isn't unreasonable after all that's happened.

"Is…there anything…I…can do?" the gray colt speaks up after a bit.

Fluttershy thinks as Twilight goes through the twelfth history book. "Well, is there anything else you remember about what happened? Do you remember where that place was in the memory?"

Gray Moon shakes his head. "I just…have that…nightmare…the giant horned shadow…becoming…like…your Princess…but angry…and those voids…" He bows his head, trying to see if anything else comes up. "Sorry…I don't…remember…much else…"

"Thanks anyway, Gray Moon."

The gray colt nods.

Twilight groans, tossing the thirteenth book aside and sighing in resignation. "I'm not finding anything on this Gareth or anything from the projection. There has to be something!"

In the cheapest Deus ex Machina available, a book falls from the shelf and lands open to a set of pages before evidence of missing torn edges. Twilight stares at this revelation, seeing the title of Equestrian Towns and Settlements, 500 Years to the Present.

"Sorry about that," Spike apologizes. "I didn't see that one there. Guess I dropped it." The dragon looks down and sees the damage. "I didn't do that! Honest!"

Twilight disregards the dragon's comments and looks over the pages before the torn edges. Her eyes roll over the words. "Listen to this…"

**One of the more peculiar incidents in Equestrian history happened in the earth pony settlement of Legacy's Reach, a proto-settlement in the same vein as that of Ponyville that mysteriously vanished overnight in what was reported as a series of flashes. Legacy's Reach, named in the honor of its founder Legacy Ray, had survived a massive flood that destroyed its orchards but also provided enough nutrients in its soil to permit re-growth. For a time, Legacy's Reach had a reputation for its jams and related products akin to those made in Ponyville and Applousa. By the time of the settlement's disappearance, there had been a total population of at least, going by the few census records remaining from the time period, two hundred and fifty-five ponies.**

**Another distinctive quality of this location was its leadership under a generation of gray colts succeeding with the name Gray Moon. Despite never having any foals of their own, the Gray Moon succession continued with family members from various parts of Equestria, following their predecessors after their respective deaths. (Some theorize that "Gray Moon" may have been a collective pseudonym for all of the colts assuming the position. Further evidence is needed.) Allegedly, a text was composed chronicling the various methods and laws set forth by the Gray Moon succession but no evidence of its existence has been found aside from anecdotal pieces of the period. However, the Gray Moon line seemingly came to a close shortly before the settlement's disappearance, suggesting that Gray Moon too was possibly a casualty of the disaster that led to the disappearance of Legacy's Reach.**

**Legacy's Reach disappeared during a massive eruption of bright lights that was enough to attract the attention of**

"Darn, the passage ends there," Twilight moans, resenting that this lead came to a close.

"The book mentioned a family of Gray Moons," Spike notes. "Maybe our Gray Moon here is a descendant of theirs."

"It's possible, I guess, but it seems kind of unlikely if they disappeared along with Legacy's Reach. Besides, there's probably been hundreds of Gray Moons throughout history."

Spike gives a yeah-yeah wave.

"Legacy's Reach. I don't think I've ever come across that town before when I was studying Equestrian History back in Canterlot. But it does strike me as odd that it wouldn't be showing up in any documents or history books."

"Maybe it's a coverup?" Spike suggests.

"Don't be ridiculous, Spike. I wish I could find another copy of this book with the missing pages. Maybe there's more answers. But who else might have a copy?"

Fluttershy taps her hoof against the floor as Twilight and Spike search through some other books in the Equestrian history shelf, just to be on the safe side. The yellow Pegasus takes an aside glance towards her right wing, still bothered by the projection of it dissolving. It flaps and moves perfectly. She turns to Gray Moon who stares at his front hooves, mulling over the information found in Equestrian Towns and Settlements, 500 Years to the Present.

"Gray Moon…family…maybe…I came…from them?"

Fluttershy shrugs. "I suppose unless the last Gray Moon really did disappear. But it's like Twilight said, there's probably been hundreds of Gray Moons."

"Yeah…maybe…"

"In the meantime, you're welcome to stay with me if you want. Since Celestia says we should keep an eye on you. Don't worry about Angel. I'm sure he'll be nicer to you."

"You're…very…kind…"

Fluttershy smiles.

Twilight looks over another volume for extra reference as Gray Moon lifts his head to face the ceiling. He thinks over the mental images from the previous night, trying to pull something out of memory that might help. Horned shadow. Treeshadows. The striped equine in the cloak. Treeshadows. Rocks. Cave.

"Wait…a cave!" Gray Moon calls out, startling Fluttershy.

Twilight looks up from another tome, taken by surprise. "Come again?"

"I remember…I was in…a cave…when I woke up…rocks and stones…the shadow…I was in a cave…" Gray Moon tries to explain, the words coming as they may. "A cave…in the…forest…over there…"

The gray colt runs towards the window and points in the direction of the Everfree Forest, although neither mare has to see what he means.

"I woke…up in a cave…rocks all around me…from the forest…I remember all the trees…"

"Well that explains why he doesn't know Celestia," Spike muses. "He's been under a rock the whole time!"

Twilight shoots a glare at the dragon and closes the tome between her hooves. She walks towards the window next to Gray Moon as the gray colt concentrates on trying to determine where in the collective of green trees resides the cave. "If you did come out of the Everfree Forest, I don't know if we could find this cave. It's a big place and Fluttershy told me you came around her house late at night. Do you remember the path you took to get here?"

Gray Moon rubs his head with his left front hoof. "Sort of…but I was…running from…that shadow…"

Twilight nods. "I understand. But if you can think of the path, then maybe we can-"

Gray Moon perks up unexpectedly, the hairs in his mane standing on end as if in invisible electrocution. Confused, Twilight moves to the side as Gray Moon moves towards the door, almost as if in a trance with his hooves smacking against it. Opening the door, Gray Moon frantically runs outside, nearly knocking over an earth pony couple carting supplies.

"Where's he going?" Twilight calls out, following out the door.

"Uh," Fluttershy looks around for a moment and follows suit. Before crossing the threshold, she pokes her head back in. "So, um, Spike, just hang around here, alright?" The yellow Pegasus shuts the door behind her.

"Fine by me," Spike shrugs, pulling out a small ruby to gnaw on.

Outside, Gray Moon passes through the center of Ponyville, drawing the brief attention of the shopkeepers and customers as he goes by. The gray colt's mind keeps picking up on the energy coming from the Everfree Forest as a radio signal hooked to his brain. But getting to the source has to wait when Gray Moon's path is cut short by a hyperactive face and a hyperactive voice.

"Hey there! I've never seen you here before!" the pink pony shouts into his face, getting unnervingly close. "Where are you off to in such a big hurry, Mr. Runner? Ooh! Ooh! Maybe you need someone to show you around? I can do that!"

Gray Moon backs away and tries to pass the pink pony who jumps right back into his path, still retaining the too-interested smile on her face.

"Ooh! Ooh! So maybe I should introduce myself! My name's Pinkie Pie! I'm always happy to meet new ponies! Welcome to Ponyville! Have you met my friends yet?"

Twilight and Fluttershy follow down the trail, trying to keep sight of Gray Moon as he heads towards the Everfree Forest. They finally catch up with the gray colt as Pinkie Pie continues her hyperactive welcome speech against his will. He backs away some more as she follows. Pinkie notices them rather quick as Gray Moon tries to duck away and shouts.

"Oh! There's Twilight and Fluttershy!" Pinkie hooks Gray Moon by the neck and pulls him back towards the unicorn and Pegasus. Gray Moon drags his hooves to no avail. "Hey, Twilight! Fluttershy! Have you met the new pony yet? Oh, I didn't ask your name! Hey, what's your name?" she turns to Gray Moon desperately trying to cling to the ground to pull himself out of her grasp.

"Pinkie, let go of him," Twilight says, noticing Gray Moon starting to lose breath.

Pinkie looks down, seeing the gray colt's face starting to turn deep purple in her grasp. "Oops! Sorry, Mr. Runner!" She releases, Gray Moon collapsing to the ground and gasping for air. She bows her head, meeting him at eye level. "So what's your actual name, Mr. Runner?"

"His name's Gray Moon and he's been helping Fluttershy and me with some important history research," Twilight explains, nudging Pinkie away from the gray colt. "He just thought he saw something but he'll be alright."

"Nice to meetcha, Gray Moon! Say, would you like to try one of my scrum-diddily-umptious cupcakes? They're mmm-mmm-good!"

"Uh…no…thanks…" the gray colt responds, looking towards Twilight for help.

"That's alright, Pinkie. Maybe some other time. Right now, we have some business to attend to," Twilight comes to Gray Moon's rescue, helping the gray colt to his hooves. "Thanks anyway, Pinkie."

"You're welcome! Come by Sugarcube Corner sometime, Gray Moon! I'll whip you up a batch of my wonderful, scrumptious cupcakes! I bet you'll just love them!"

"Duly noted," Twilight ushers Gray Moon ahead. "We'll just be going now."

Pinkie stretch-smiles and gallops away, passing Fluttershy in her gait. "Hey, Fluttershy! That Gray Moon sure seems like such a fun pony, doesn't he?"

"Um, yeah," Fluttershy moves aside, following Twilight's come-on gesture. "I'll, uh, see you later then."

"Bye!" Pinkie waves before disappearing around a corner.

Gray Moon shakes himself, breath catching after feeling the slight abrasion against his throat. Fluttershy moves alongside him. "It's all right, Gray Moon. Don't think badly of her. Pinkie Pie's just excitable. She means well, Gray Moon."

"If…you…say so…" the gray colt chokes a bit.

"Anyway, it's good we caught up with you," Twilight says, placing a hoof on Gray Moon's back. "You can't just run off like that. Look, Fluttershy and I want to help but-"

The signal kicks back in, prompting the gray colt to pick up speed once again. Twilight groans as she continues chase. Fluttershy follows, wondering what's gotten into him.

Above the chase in progress, a rainbow-maned Pegasus contently naps atop a pony-sized cloud. She turns, stretching her back and extending and tucking her wings to relax herself into a comfortable position. Letting out a sigh, she opens her eyes for a moment and yawns, stretching her front hooves to the sky. Looking down, she sees a gray colt blurring across the grass. She rubs her eyes for a moment and looks again, seeing nothing. Shrugging, she falls back into her nap, completely missing the purple unicorn and yellow Pegasus following beneath.

"I have…to find…the cave…energy…" Gray Moon pants as he reaches Fluttershy's house. "Twilight…Fluttershy…no, keep going…"

Angel chews on a carrot stick, wondering when Fluttershy will return with the hope that horned shadow did not get to her. He happens to glance through the window just as Gray Moon passes through the yard. The rabbit drops the carrot stick to the floor and runs towards the window for a closer look. The gray colt stops for a moment to scan the entrance to the Everfree Forest behind the house and picks up speed once again, as if led by some invisible force. Angel watches on in confusion, suspicions resurfacing. Before he can move outside though, the gray colt vanishes beyond the trees.

A few seconds later, Twilight appears, panting a little as she nears the house. Fluttershy lands next to her, stretching her wings. The unicorn searches the entrance of the Everfree Forest for any signs of the gray colt, seeing some hoofprints scattered along the dirt and a few broken sticks.

"Alright…he's gone in there. Come on, Fluttershy!"

"Um, are you sure about this? I mean, we don't even know where he's gone," Fluttershy says cautiously, glancing between Twilight and the Forest entrance.

"Fluttershy, we don't have time for this! The Princess asked me to keep an eye on Gray Moon and I have to find him!" Twilight answers, turning back towards the entrance. She runs ahead, disappearing among the treeshadows looming ominously. "Come on!"

Fluttershy pauses for a moment in consideration and swallows the lump in her throat before following Twilight. The yellow Pegasus ignores the feeling of dread spreading over her like a sinking veil as she crosses the threshold. The treeshadows build up around her, rising in spiky glass shard fashion in a crown of shades. She concentrates on the path ahead, finally seeing the shape of her friend in the distance.

Twilight crushes a few fallen leaves and sticks in her way, jumping over the tree root trying to unearth itself. The unicorn paces herself over other obstacles manifesting along the path. She dodges the rocks sticking out of the dirt and other tree roots partly by treeshadows blanketing the ground. Glancing back, she sees Fluttershy catching up, shaking her head back and forth as if something would lunge from the edges. The yellow Pegasus nearly collides with her friend as she comes to a stop.

Something yells up ahead.

Twilight shushes Fluttershy's startled yelp and gestures for her to follow. The Pegasus nods, holding back the sound in her throat. Treeshadows flicker and blur along their way, shade veils shed and drawn with each step. The sun breaks into the canopy, scattering the treeshadows into anteumbra clusters. A tree root rises and recedes into the dirt, nearly catching Twilight's front right hoof. She pulls back and steps over, making sure neither of her back hooves slides into the hoop. Fluttershy follows suit as the two approach a slope leading down into a corona of penumbras.

The gray colt stands in the center, transfixed in another entranced gaze with the winedark aura forming a corona atop a newly-formed horn. He inhales deeply, throwing out a distraught wheeze.

_-Amber Mist, don't worry about it just-stop worrying please, Morning Star, please-MORNING STAR!-Sunny Ray, please let me help you-Lily, what did he do to you? What did he do to you?-_

Gray Moon stares as the voices transcend his mind, projected into the environment around him. Voices bounce off the trees with flashes of images of faces from times before but Gray Moon can't grasp the exact names or dates.

Twilight and Fluttershy cautiously approach the gray colt in the corona, Fluttershy nearly jumping as the voices emanate through the trees. The unicorn halts in place as a vocal memory projection bursts above her.

A mare speaks, with an accent like those of the Apple family members. _Ah told you to stop fussin' ovah me, Gray Moon! Ah can handle it! Ah may be sick but Ah'm not dead yet! Ah have my duties! Ah have my jobs! Ah can't let them all down!_

Another mare, sounding a little like Twilight herself. _You've been pacing at night again. Come on, Gray Moon. What's wrong? Please talk to me._

Another voice, quickly recognized as the Princess herself. _Gareth, please don't do this! I know you're in there! Fight it!_

Gray Moon flails, throwing the winedark aura of his newly-developed horn around and stumbling onto his flank. Twilight and Fluttershy move into the corona, thrown back by the memory projection reshaping itself. The scene changes to a yellow-orange mare lying atop a bed, coughing slightly, a little blood forming around her lower lip. She turns to face them, offering a little smile. Her cutie mark bears a simple sun with concentrated rays of light directed towards her hind legs.

_Ah'll be fine_, she says. _Ah'll be fine. Please don't get all upset ovah me._ She coughs, spitting up a little blood.

The scene cuts to floodwaters ravaging the plain. A light green mare disappears into the distance, hoof extended over the surface. An emotionless manifestation of Gray Moon's face explodes into the scene, eyes a dull winedark color and voice much deeper. _You've watched them all pass on while you're still go on, just to repeat the cycle. Do you still think it's worthwhile?_

The colt's face breaks away, revealing a shot of the settlement lined with white voids and the dark alicorn hovering in the sky. The scene blips and blurs, collapsing into static forming around the alicorn's body, shattering the aura into winedark stars. In the center, Gray Moon shudders violently as the winedark energy shoots off into sparks. The gray colt collapses to the ground, the final winedark aura exploding above him as the projection cuts off.

Fluttershy moves to the fallen gray colt, raising a hoof to his chest to ensure he's still with them. Twilight on the other hand goes to inspect the colt's newly-developed horn, confused by the transformation. But he was an earth pony before, how could he have hidden a unicorn horn the whole time?

"That's so strange. He didn't show any signs of being a unicorn before," Twilight muses before she tenses up. "Does this mean that Gray Moon might be a Changeling?"

"No, I don't think he is," Fluttershy replies. "I mean, wouldn't he have tried to replace us or something?"

"Fair enough," Twilight notes as Gray Moon stirs. "Gray Moon, is there something you want to tell us?"

The gray colt opens his eyes and slowly meets Twilight's suspicious look. His eyes roll up towards the horn sprouted from his temple. Back to her gaze.

"…Did I…have a horn before?"

"No, you didn't have a horn before. And that's very interesting. Have you been able to do magic this entire time? That's _very_ interesting. So tell me, Gray Moon-if that is your real name-are you a Changeling? Or did you deliberately try to hurt Fluttershy and me during the memory projection?" Twilight narrows her eyes and steps towards the gray colt. "What are you up to?"

"Twilight!" Fluttershy calls out. "Stop it!"

"…What?" Gray Moon's ears fold against his head.

"Fluttershy, he was hiding his horn the whole time. That means he's been able to use magic. And we don't know what he's up to!"

"Yelling at him isn't going to solve anything! He's afraid and only remember so much! When he came around my house last night, he was scared!"

Twilight glares at Fluttershy. "You're way too trusting. What if he was trying to hurt us earlier when we were both caught in the memory projection spell? He could have just amplified it while we were caught inside! Or did you forget about seeing your wing dissolve into thin air?"

Fluttershy winces. "I remember but please, stop yelling at Gray Moon. He's scared enough without you attacking him."

Gray Moon stares at his front hooves as the argument builds, thinking back to the memory projection. The images of Twilight and Fluttershy fighting and being attacked by the massive horned shadow turned dark alicorn return to him, making him shudder immensely. Taking in Twilight's words, the colt wonders if he had indeed tried to trap them inside. But did he-

"So the voices I heard were real./Tell me, Twilight, what is the deal?"

The two unicorns and the Pegasus turn and see the zebra standing at the top of the slope, her hood drawn back to reveal her face. The gray colt takes a few steps back, remembering her from the previous night. She offers a reassuring smile, remembering how quick he was to scare. The zebra briefly glances around, should the horned shadow be found.

"It's the gray colt from the night before./What brings you back to the Forest's floor?" the zebra walks down the slope towards Gray Moon. She stops a few feet from the gray colt's front hooves. "And you now possess a horn./All this time, were you a unicorn?"

"You know him, Zecora?" Fluttershy asks.

"I crossed paths with him last night/While he was running, filled with fright," the zebra answers. "As you are no longer under attack/Why, gray colt, have you come back?"

Gray Moon shudders. "I…there's something…something among…these trees…have to find…the cave…for Twilight and Fluttershy…energy…"

Zecora moves to get a closer look at Gray Moon's taijitu cutie mark, eyes widening a little upon confirming the shape. "I'm glad you've come so soon,/Now that I see you, _Gray Moon_."

The gray colt jumps back.

Twilight and Fluttershy stare confused as Zecora examines the cutie mark further. "Yes, I know your name and the alicorn dark/And Gray Moon and Zero Wing's cutie mark./Now, please come with me/For I have something you will want to see."

* * *

Although Twilight still holds some suspicions regarding the truth behind Gray Moon's newly-developed horn, she walks into Zecora's house with Fluttershy and Gray Moon following behind. The gray colt briefly hesitates, disturbed by the idea that somepony knows more about him than he does. Not to mention the guilt over enraging Twilight so. He brushes a hoof against the horn, wondering if it's fake. No, it's real, much to his growing confusion.

Inside the hut, Gray Moon glances around the contents-the various jars, vials, pots, ceramic bowls, and vases holding medicinal flowers and herbs. The currently empty cauldron sits in the middle of the main room, just waiting for the next brew to be prepared. Gray Moon sits, the signal flashing in his mind again, but his legs remain still against the floor. Fluttershy sits next to him, placing a hoof on his back.

"Sorry about that," she tells him. "Twilight didn't mean what she said. I know you didn't try to trap us. Please don't blame yourself for what happened." She offers another reassuring smile.

Gray Moon returns a weak smile.

Twilight follows Zecora to the small bookshelf in the corner where she retrieves a book with the title Equestrian Towns and Settlements, 500 Years to the Present. She flips through the book towards the final pages, passing the book over to Twilight. The purple unicorn recognizes the page describing the mysterious disappearance of Legacy's Reach. Her eyes scan the following page, seeing the replicated scroll image of a pink and sea foam green-maned alicorn caught in a beam war with a blackgray alicorn over the wreckage of a settlement. Beneath, the classic script bears the legend The Princess Engages Zero Wing Over the Remnants of Legacy's Reach, 500 Years Prior.

**the Princess Celestia. According to some accounts collected from Legacy's Reach residents that left the settlement, as well as a classic Canterlot document referred as the Legacy's Distress Scroll, the disappearance of Legacy's Reach resulted from a confrontation between Princess Celestia and a mysterious entity referring to itself as "Zero Wing". Following descriptions from the Legacy's Distress Scroll, the Princess had been summoned by an emergency contact residing in Legacy's Reach concerning matters of a "vicious aerial attacker, colored like the night and demonstrating the ability to create empty voids from its horn". The description matches that of the Princess, only with a blackened body and assumed to be male judging from accounts of the few spoken words of the assailant, claiming that "Zero Wing is [their] Savoir". Strange as it was, Zero Wing also matched descriptions of a winged unicorn of the court who acted as a mediator and enforcer for all affairs on the Princess' behalf before his disappearance several centuries before. This has sparked some debates as to whether or not there is a correlation but due to lack of evidence, it is generally considered a dubious comparison at best.**

**By other accounts, Gray Moon had vanished during the chaos. His wife Lily-of-the-Valley reported his absence as the last time she had seen Gray Moon followed an attempted robbery on their estate by an unnamed colt described as having a scar across his left cheek from a previous struggle with authorities. Although Lily-of-the-Valley was unharmed, the event nevertheless caused incredible distress in her husband. Gray Moon had left the estate, Lily-of-the-Valley assuming that he had gone out to seek out their assailant to punish him for his actions. But two accounts describe Gray Moon as having transformed into the monstrous Zero Wing although these accounts were deemed dubious at the time, particularly by Lily-of-the-Valley who denied such claims. Nevertheless, Gray Moon is assumed to have disappeared during the destruction of Legacy's Reach and was likely a casualty of Zero Wing's attack.**

Beneath the passage, Twilight observes the illustration in better detail, seeing the classical design similar to those she had seen in old scroll drawings of Celestia, Luna, and Nightmare Moon. Turning the page reveals two more page-length scroll illustrations. The left portrays another battle between Celestia and Zero Wing, far more intense with Zero Wing collapsing beneath her. The Princess Subdues Zero Wing in the Battle. The right shows Zero Wing collapsing into a cave with Celestia inducing some kind of flowing energy around his head. The Princess Uses a Sleeping Spell, Entraps the Villain Within the Cave.

Zecora nods as Twilight looks up. "The day the Princess did save,/Didn't Gray Moon say he's from a cave?"

Twilight slowly turns behind her, seeing Gray Moon freeze in place as the thought dawns on him. The horned shadow. The dark alicorn. The voids. The memory projections, The anger. The thoughts of destruction.

"Gray Moon, are you alright?" Fluttershy asks.

Setting the book aside, Twilight slowly approaches the gray colt. "So you are Gray Moon. But how could you have survived this long?"

Gray Moon inhales and exhales rapidly, shuddering as the information comes to him. His horn glows with a winedark aura sparking into the open air. Before anypony can react, his eyes begin to glow and his body flings into convulsions. Twilight runs to him, extending her hoof just as

_her vision comes into focus. Twilight glances down at her hooves, seeing a pair of gray legs before her. She mentally jumps back for a moment as the scene fully sets itself, showing a settlement like the one she had seen before. Legacy's Reach manifests into view, scattered houses and ponies moving along. No voids. No flashes. No shots._

No, this can't be. It's just another memory projection_, Twilight thinks._ I don't see Fluttershy, Zecora, or Gray Moon anywhere. Okay, I just need to break out of this.

_She tries to fire off a spell that might cut off the memory projection. Although she feels the magical energy flowing through her body, nothing happens. Instead, she finds herself being pulled along, the gray legs walking along a house. Inside, a voice beckons her, sounding a lot like her own._

_ "Please calm down, Gray Moon. He didn't hurt me. Please come inside."_

_ Twilight feels her head shaking with her sight focused on her front hooves. She stomps and kicks up dirt under her hooves. A mare comes into her view, a pale whitish-purple with a lavender mane, her flank marked with the symbol of a star within a lily in bloom._

_ "Gray Moon, listen to me. Please," Lily-of-the-Valley moves into her view, nuzzling against her. "I'm fine. Please come inside."_

_ Twilight pushes her aside. A masculine voice answers through her mouth. "No."_

_ Lily-of-the-Valley frowns and calls out the name of Gray Moon as Twilight finds herself walking down Legacy's Reach's main street. She shakes her head, a single thought running through her-his mind-something that digs at her from the inside. A thought that simply questions _Is it still worthwhile?

_ Down the way, the swing doors of a house fling open, revealing a dark green colt shambling into the main road. Twilight finds herself stopping as the dark green colt stumbles, klutzy and butchering the words of a local song as he tumbles. He turns to face her, bearing a creepy smirk on his face. Twilight winces as the dark green colt comes near her, placing a hoof on her side. Breath stinks horribly of too much cider. Eyes glint with some devilish intent._

_ "So…it's the bigshot Gray Moosnh," the dark green colt says. "How's your wife doing? Lily's her name, right? Nice mare, very nice mare."_

_ Twilight feels a growl building in her throat and resists the urge to strike the dark green colt down with her front hooves. Thought of trampling his head in seems very tempting._

_ "Yesh, Lily's such a great mare. Very nish placesh. She's amazin'!"_

_ Twilight lets out a disgusted "Indeed." Thought of trampling his head in becomes more tempting._

_ "Yesh, and your place is quite nish too. I mean, I don't need a fanshy estate all to myself but I could always use anotheh thing o' two, you know?" The dark green colt tilts his face, showing a scar across his cheek. "After all, I think we all could use lifes on easy street, right right? I mean, you do, right right? Right right?"_

_ Twilight tenses, feeling a surge of anger building in her like never before. The scar. Lily-of-the-Valley mentioned a scar. Trample…_

_ "I mean, it's not like I didn't manaje to get tru your estate! Such a nish placeh, such a nish placeh! Whoops, I didn' mean to scru up, you know?"_

_ Twilight shudders as the dark green colt laughs, spitting cider drops into her face. She backs away as the dark green colt kicks up dust around him, laughing more and more. But Twilight gets a closer look at the shadow around her feet. Her legs grow, like a snakeskin shedding to reveal another form beneath. The gray fur disappears, dulling into a blackgray color like burnt wood or rotting flesh as a winedark aura forms around her._

You know what you must do. _A deeper voice passes through her mind. _

_A dark blue and brick red pony couple freezes in place as Twilight grows into a massive figure, her anger dulling into something void. The winedark aura intensifies but the dark green colt does not notice, still caught up in his cider revelry. The couple step back a little until they freeze in place, petrified by the sight of Twilight rising far above their heads. But there's no anger. No anger at all. Just seeking order. Nothing more._

_The dark green colt falls on his side, throwing his hooves into the air as he rolls up the dust and drools cider residue down his lip. Flash of Amber Mist from years before, dragging her broken leg across the field. Flash of Morning Star reaching out in the flood, spitting up water. Flash of Sunny Ray from years before, seeing the little bit of blood leaking through the edge of her mouth. Sunny Ray vanishes, replaced with the colt once again in his cider revelry._

_He turns on his back, eyes narrowing at the sight of the growing alicorn, shadow extending over his form in the winedark aura. Flash to Morning Star smiling to her from the bed, leaning in for a kiss. Flash to Gray Moon's reflection in the floodwaters as they part. Back to the dark green colt getting to his hooves and eyes widening in fear as Twilight raises her hooves to bring them down onto the colt's head._

_Twilight closes her eyes, hearing the dark green colt's screams echo around her in addition to the shouts and confused calls breaking into cacophony. _No! No!_ she clenches her shut, feeling her hooves soil and her horn fire a shot. Twilight screams against the barrage of noises of panicking ponies, refusing to open her eyes as the first void extends beyond her._

Zero Wing is your savior.

"_NO!" Twilight yells, her horn shooting off a purple haze that shatters the image of a couple screaming in fear, falling to the legs. "No! No! No! NO!" Around her, the image of Legacy's Reach dissolves into a galaxy of winedark stars against the ominous glow of an expanded void. No memories of mates from the past. Nothing._

_The purple unicorn floats in the void, her hooves suspended but still movable. She tries to throw out another spell to shatter this image but the shot of purple energy disappears. Around her, a deafening silence flows._

Do you understand now?

_Twilight shakes her head and scans the infinite whiteness for the source of the voice. On a flinch-memory, she gazes at her hooves, relieved to see them still intact. A blackgray entity blurs across her line of vision, streaking through the white voidscape in yang fashion._

He abandoned his post over a thousand years ago when the stress built up, as his duties rose following Princess Luna's banishment. He changed his appearance and started anew among your kind.

_It stops alongside her, the air from its wings beating down on Twilight's back._

But after all the years of serving the Princess in her court, after all the years of leadership as Gray Moon, after all the years of helping a pony settlement to come together, it all was for nothing. Amber Mist, dead of natural causes whom we outlived. Morning Star, dead of flooding despite our rescue efforts. Sunny Ray, dead of illness despite all our efforts to heal her. Lily-of-the-Valley gone, disappeared and dead long after our Princess forced him into slumber.

_Zero Wing blurs across her line of vision again, this time leaving a winedark trail in his wake. The alicorn kicks into the open voidscape. He speaks again, still lacking any emotion in his voice._

Despite everything, everyone died while we continued on. He fell in love again and again and again despite the pain he felt again. We learned that everything is meaningless. Just as it always will be. For us. For the Princess. For you. For all.

_Twilight counters._ That's not true!

_Zero Wing manifests directly in front her, staring into her eyes. Twilight doesn't flinch, glaring at the alicorn before her. Despite her anger, the alicorn still doesn't emote, instead bowing his head._

I will do what must be done._ Zero Wing says, the tip of his horn emanating the winedark aura._ You need not concern yourself.

_A face appears behind Zero Wing's for a few flashes, the face of a sorrowful dark gray alicorn staring at her with dull jade eyes. He strains for appear a little longer. _I'm sorry, I'm sorry…Celestia…Luna…Amber Mist…Morning Star…Sunny Ray…Lily-of-the-Valley…everypony…

_The other alicorn stretches his mouth into a silent scream as Zero Wing overtakes. _He will not hold me back any longer,_ Zero Wing says as the other alicorn's face is submerged._ He knows what must be done.

_Enraged, Twilight lunges forwards, firing a purple energy shot directly into the alicorn's face. Taking advantage of the voidscape, she throws herself back as Zero Wing expands his wings and blurs towards her. Another shot. Purple and winedark energies clash and explode, hurling Twilight into the open. As she falls back, a series of mental images is extracted from her mind. Twilight with the Princess. Writing letters. Life at Canterlot. Sight of a route between Canterlot and Ponyville. Her friends._

_Zero Wing blurs again, appearing behind her with his head bowed and horn directed at her._ I am your savior.

_The unicorn drops down, avoiding the winedark shot firing above her head. Taking advantage of her position, Twilight readies another purple spell, the energy directed into his torso. The shot barely registers with the alicorn that blurs ahead into the voidscape towards a forming image of Ponyville._

_Twilight falls, hoping that Fluttershy and Zecora_

watch in horror as Gray Moon mutates before their eyes, two massive alicorn wings growing from his sides, breaking flesh and fur before melding. They stretch, showing off darker gray feathers. Letting out a scream, Gray Moon's eyes spark winedark energy, sending off a wave that shatters and scatters the herbs, spices, medicines, and remedies lining Zecora's shelves. Twilight stands before Gray Moon, transfixed. Eyes caught with a winedark glow. Horn caught too.

"Twilight! Get out of there!" Fluttershy screams.

Just as Fluttershy moves to pull Twilight from harm's way, Gray Moon fires a shot, striking just above Twilight's head. The purple unicorn flies back against the wall, sliding down as her head lulls, a half-pained, half-fearful expression on her face. Fluttershy runs to the wall, pulling Twilight with her as the dazed pony returns into the waking world.

Gray Moon screams, his transformation near completion with newly-developed horn and newly-developed wings brushing his sides. The gray colt falls onto his shins, tears sliding down his face as his body finishes. The wings flap wildly, unaccustomed to their owner before falling slack at his sides. Twilight runs to him, passing Fluttershy and Zecora.

"It…hurts…Twilight…" Gray Moon manages to find the words as the mare nears, blinded by tears webbing his eyes together. "It's…all…my fault…"

Twilight places her hooves on Gray Moon's head, holding the colt to her. "No, it's not…it's not your fault…"

Gray Moon flinches, throwing her off and convulsing. He moves outside Zecora's door and runs into the open.

"Gray Moon! Stop!" Twilight yells, following him.

Fluttershy follows, expanding her yellow wings against the now-night sky. Despite her worries, the Pegasus takes off among the treeshadows, catching up with Twilight. The purple unicorn continues her chase as the treeshadows flicker around them, dodging the upturned rocks and tree roots in her path. Fluttershy keeps close, looking ahead for Gray Moon.

In another corona of penumbra, Gray Moon stands, staring into the canopy of trees not far from where he once came. Twilight comes to a stop just before the corona is broken by exposed moonlight reaching down towards them. Fluttershy lands beside her.

Gray Moon looks back at them once, tears in his eyes and wings frozen against his body. Scratches and sores materialize onto his legs just like before. Averting his gaze, he stares into the sky as a dark spirit descends towards them. Twilight and Fluttershy stare transfixed as the flesh and blood Zero Wing descends to the ground, kicking up his front hooves to throw off rocks in the path. The memories of the final projection return to Twilight, the image of the dark alicorn blurring across her field of vision with its winedark aura in tow. Gray Moon's legs freeze as his eyes meet with those peering from beneath the onyx helmet.

The gray colt steps back, nearly tripping over his newly-formed wings in the process. The dark alicorn doesn't respond, maintaining his gaze over the frightened colt. For a moment, the alicorn glances down at the gray colt's flank and sees the expected taijitu cutie mark despite its hazy shape.

"So the vision was true," the dark alicorn notes, stepping towards the fear-paralyzed colt. "You share the appearance, despite the wings and horn, to the disguise he took during his time among the mortal. Yet you are incomplete. I expect as much from him."

Gray Moon looks to his sides and temple as if his new appendages will become ticking time bombs. "What…am…I?" His self-investigation is cut short as Zero Wing approaches.

_Zero Wing is your savior._


	3. Life of the World to Come

_You know what you must do._

Twilight feels a pain in the pit of her stomach as the accusations she threw at the colt return to her. She considers Zero Wing's words and the history book describing the destruction of Legacy's Reach. It all comes to her in an instant.

"You're a memory projection," the words fall from the purple unicorn's mouth as she passes Fluttershy into the corona of penumbra. "You're _his_ memory projection." She points in the direction of Zero Wing.

The blackgray alicorn nods much to Gray Moon's confusion and horror. "From him, yes. So you understand."

Twilight responds, angrier this time as she nears Gray Moon with her hoof still pointed at the head of the alicorn. "Yes, I understand. You're the horned shadow appearing in his memory until you gained shape, like a hazy memory regaining its form. That's how the memory projection spell became amplified, trying to entrap Fluttershy and me in the flashback to your attack on Legacy's Reach. And that's why you came through the second memory projection."

The blackgray alicorn nods again, almost as if to compliment the unicorn.

"Excuse me…but what…does this mean…I'm only a…memory?" Gray Moon interrupts, the words falling from his mouth.

Before Twilight can respond, the alicorn blurs directly in front of Gray Moon. Twilight readies herself to defend, only to find herself thrown back by the alicorn's front hoof. Fluttershy runs towards her but is cut off by the alicorn blurring past her, creating a dark circle around the gray colt in the corona. Gray Moon yells something cut off by the words disappearing from his throat as Zero Wing stops, stomping on Gray Moon's back with his front hoof.

"Useless memories," Zero Wing muses, applying pressure to the gray colt's back. "An imperfect result of an imperfect memory projection. He doesn't need you anymore."

The gray colt tries to escape with his newly-developed wings, dragging himself across the dirt as Zero Wing raises his hoof again to stomp. It lands on his right wing, making Gray Moon cry out. He twists his hoof onto the wing, tearing out pinions.

A purple shot collides with Zero Wing's face, bouncing off the onyx helmet.

Twilight runs ahead, taking advantage of Zero Wing's distraction to pull Gray Moon out from under his raised hooves. The wounded wing breaks, scattering feathers in the corona as Zero Wing brings his hoof down again, barely missing Twilight's tail as the unicorn drags the gray colt out of harm's way.

The blackgray alicorn pauses as a yellow hoof strikes his snout. Fluttershy, channeling the rage of "New Fluttershy" perhaps, delivers a kick into the alicorn's face. The alicorn does not flinch, instead readying his horn for another winedark aura.

"Fluttershy, get out of the way!" Twilight yells as she fires another purple spell, crashing into the alicorn's eyes.

The yellow Pegasus moves to Gray Moon's other side, supporting him with her wing and rushing ahead with Twilight's hoofsteps. They consider turning towards Zecora's hut until the blackgray alicorn turns, bent on getting Gray Moon. Even if he is only a living memory, Fluttershy doesn't hesitate to move quicker to save him from harm, drawing her wings out as she passes Twilight.

She flips Gray Moon onto her back. Much lighter than she expected but considering the circumstances, Fluttershy didn't think much of it. The yellow Pegasus flies ahead into the open space while Gray Moon throws his hooves around her neck, right dangling uselessly. "Don't worry, Gray Moon," she reassures him. She curves to head above the treetops.

Around them, two white voids pool and constrict, trying to entrap them. Surprisingly unfazed, Fluttershy kicks her hind hooves and picks up speed with Gray Moon clinging to her back, passing through the two voids nearing them, disintegrating trees like the plant victims of a tornado. She makes it into the open night air, a bit exhausted but still holding on.

"Fluttershy…just let me go…I'm tired of…only…causing…trouble…"

"No!" Fluttershy sharply responds. "I'm not going to do that! Even if you are only a memory, I can't let him hurt you." She looks down, seeing the two voids eating away at the forest below. The yellow Pegasus feels a pang in her heart, hoping the big and small creatures manage to escape. Another worried thought leaves her mind when she sees a purple shape moving up the forest path, keeping up with them.

Gray Moon's head falls against her mane, feeling both relieved and guilty.

Below, Twilight runs, dodging the falling tree fragments falling near her hooves. She loses sight of Fluttershy and Gray Moon as the white voids eat away at the trees and work their way down. Remembering the memory projections, the purple unicorn leaps to a patch of intact land as the two voids collapse behind her.

Fluttershy continues on, looking back once and feeling dread build up in her chest when she does not see the blackgray alicorn. Turning her face back, she gasps when an unwanted form blurs in front of her, cutting off her flight. Before she can pull back or dive under, the alicorn strikes her head-on. But no winedark aura or voids but-

-_Fluttershy can hardly fly-REMEBERTHATPONY-it's time to be CRUEL-things getting too COMPLICATED FOR YOUR SIMPLE LITTLE BRAIN?–animal scream–NOPONY PUSHES NEW FLUTTERSHY AROUND-you're all GOING TO LOVE ME-animal scream-the image of her dissolved wing in the memory projection-_

Fluttershy closes her eyes, shaking her head as the bad memories return to her, her wings desperately flapping to keep her in the air. Gray Moon rises his head, meeting eye-to-eye with the blackgray alicorn.

"I'm tired…of...causing pain…"

As Fluttershy opens her eyes with the memories disappearing, Gray Moon lunges from her back, wings drawn and horn readied with a winedark aura of its own. Fluttershy falls back, horrified as Gray Moon fires a shot into the dark alicorn's head, his useless wing breaking into pieces.

Zero Wing's face falters, the image of a horrified dark gray alicorn jade eyes in flashquick moment.

The yellow Pegasus descends as Zero Wing regains control as the winedark field forms, hitting the gray colt head-on. Gray Moon shudders, his remaining wing and horn shattering into the air. Weakened, Gray Moon curves against himself, his torso dissolving in half with his hind legs kicking helplessly. A few seconds more, Gray Moon shatters into pieces, his lower half falling towards the void-scorched earth as the winedark field breaks.

No words. Just a tearful expression, thinking briefly of Fluttershy and Twilight and the others in Ponyville before dissolving completely.

"YOU MONSTER!" Fluttershy yells, charging directly at the alicorn's face with her hoof extended. She strikes again and again, bruising her hooves against the onyx-helmeted face and winedark eyes. Flares of pain shoots up her front legs while Zero Wing remains unaffected and distant.

"Monster…monster…" she tires, pulling back her reddened hooves. Her wings continue flapping, slowly falling back. Tears slide down her cheeks as her left front hoof drops in a failed punch. The blackgray alicorn just watches on, indifferent to her.

Below, Twilight watches the confrontation, her eyes widening at Gray Moon dissolves into the open air. Too far to fire another spell attack. She kicks the dust ahead of her, shaking her to clear the image of the gray colt's destruction from her head.

"STOP!" a voice booms.

Celestia curves under Zero Wing and rises to throw off his attack towards Fluttershy but only sees the blur of the blackgray alicorn motioning around her. Winedark energy burns at her side, striking the left wing in a scorching blast. "Gareth! Stop this!"

"I must do what must be done," Zero Wing says coldly.

Celestia throws herself ahead of Fluttershy, covering her from a shot headed her way. The Princess counters, shattering the winedark aura field with a sunbright spear of energy. Fluttershy falls back a bit, thrown off by the impact.

"Get to the ground, Fluttershy!"

Fluttershy reluctantly soars down as Celestia prepares herself for the next attack-breaker. She lands on the stretch of intact ground, passing over Twilight who tries to maintain her gaze on the Princess.

"Celestia!" Twilight calls out to the sky. She turns as Fluttershy lands. "Fluttershy, what happened to Gray Moon? Is he really-?"

Fluttershy just nods, raising her sore and reddened hooves and wincing as the cold air moves over them. "I heard him say that he didn't want to cause pain anymore. I shouldn't have faced that monster. Gray Moon wouldn't have jumped and…"

Twilight puts her hoof on Fluttershy's back as the yellow Pegasus tears up once more. "It's not your fault, Fluttershy." Her eyes fold against her head. "Gray Moon would have disappeared anyway once Zero Wing cut off the spell. But now, we have to save him."

Fluttershy sharply glares at her. "What? You want to save that monster?"

Twilight gestures towards the dark alicorn in the sky, blurring around the Princess. "There's somepony inside that monster. Somepony trapped. I saw through his eyes in the last memory projection. I saw his face appear for a moment, so sad and fearful. Zero Wing made him a prisoner in his own body."

Fluttershy raises an eyebrow.

"Think of it this way. I remember how Pinkie Pie and Rarity told me about you acted as "New Fluttershy" Do you remember that?"

Fluttershy frowns but nods.

"Imagine if New Fluttershy was just so mad at the world that she took over your body. Imagine her controlling your legs and wings and making you do horrible things while you were completely helpless to stop her."

Fluttershy squeaks, clearly disturbed by the idea.

"Exactly, that's why we have to save that monster. There's somepony trapped inside and I think it's the Gareth that Celestia asked Gray Moon about."

"Well, she did just yell out that name a bit ago," Fluttershy muses.

Twilight ignores the realization of pointing out the obvious as she turns her attention back to the sky.

Zero Wing curves around, deciding to engage the Princess once more. Their horns clash as he charges her. Celestia presses on, her light energy smashing against the winedark aura forming. When the clash breaks, both combatants fall back as Zero Wing forms another field shot like the one that brought down Shining Armor and the other guards. It collides with Celestia head-on but does no harm as her energy charge around her horn shatters the aura in one blow.

"Enough of this!"

"You won't entrap us again," Zero Wing blurs around her with his horn raised for the next blow.

Celestia falls back as the front hooves strike her face, nearly knocking the crown from her head. Zero Wing dives down for another shot, caught in another horn and energy clash. Gold and winedark auras shatter and spark.

"For five centuries, he dreamed while I remained awake, trying to break your spell," the blackgray alicorn presses against her, trying to break the clash. "Now he is awake and I am out. Do not interfere. I do not hold the same loyalties to you as he does."

"Release him, monster!" Celestia yells, breaking the clash and sending Zero Wing upwards. She lunges at him, kicking her front hooves into his chest. "Release him!"

Zero Wing tosses his head around, readying to fire another shot at the Princess' head when she charges against his torso, catching the alicorn off-guard as the fight escalates. Quickly, she fires a binding spell at his front legs, capturing them inside an energy ring. Zero Wing ducks down to lunge at her as Celestia fires two more binding spells at his wings. Kicking with his hind legs, Zero Wing loses altitude, crashing and vanishing into the cluster of trees below.

History repeats itself.

Celestia glides down, cautiously approaching the site of the fallen dark alicorn. She looks through the trees and sees Zero Wing struggling against the binding energy rings with his hind legs kicking up dirt and rocks. Twilight and Fluttershy follow the gallant alicorn's descent, despite the pain in Fluttershy's front hooves, and reach another corona of penumbra as still-intact trees surround the Princess and Zero Wing.

"Gareth," she speaks calmly, approaching his head with her horn. "I'm sorry about the centuries of dreaming and struggling. But I can't let you do this. Not then. Not now. I know you're in there. Please fight him."

Twilight reaches next to her mentor with Fluttershy in tow. They dodge a rock kicked by his hind legs towards their heads. She slows to a stop just before him as Princess Celestia lowers her horn with some kind of spell set about.

The dark alicorn tilts his head, initially trying to resist before looking Celestia directly in the eyes. For a moment, the onyx-helmeted head vanishes, replaced by a dark gray-furred and jade-eyed face coming in like a blurred memory clearing. He closes his eyes and inhales sharply, shuddering against the cold night air.

Fluttershy gasps. Twilight thinks back to the face in the memory projection.

"Twilight, Fluttershy, hold down his wings. Now."

Student and friend obey moving alongside the struggling body as Celestia keeps her horn focused towards Gareth's face. The purple unicorn and yellow Pegasus each restrain the wings struggling to break free from the energy restraints. Twilight looks on, seeing the Princess' sunlight aura peeling away the onyx helmet and blackgray rotskin/burnt wood-colored fur. More of the dark gray alicorn is drawn out although the dark aura remains around the wings.

Gareth opens his eyes and looks at her, feeling the dark aura of Zero Wing peeling around him. His Princess' face morphs into the concerned look of an older Amber Mist, orange-brown bang streaked with gray flopping over her left eye. Then it shifts to Morning Star, wet mane covering her face with water trailing down her chin. Transforms to Sunny Ray with tired eyes and tiny drops of blood speckling her lips and cheeks. Finally melds into the worried look of Lily-of-the-Valley gazing up at him as he grows, the shadow of Zero Wing covering her face.

"I'm sorry…Amber…Morning Star…Sunny…Lily…"

Celestia frowns, not breaking her concentration with the spell.

Gareth shudders again, his hind legs curling against his torso as more of Zero Wing peels away. "It's all meaningless…they died while I lived on…don't you understand?"

"That's not true, Gareth," Celestia says, keeping the spell up as it works its way down his chest and restrained front hooves. "While death befalls, there is still meaning. Please, don't succumb to him, Gareth. Everything will be alright."

Twilight continues holding down the alicorn's suddenly flapping wing as the energy restraint starts to crack. "If you could manage this, Princess Celestia, then why didn't you just do this instead of putting him under a sleeping spell?"

"I wish I could have done this before, but I couldn't break through that monstrous shell. After what happened in Legacy's Reach, I just couldn't risk another attack," the mentor answers her student as the spell dissolves half of the blackgray layer over his torso. "Please, you have to fight this, Gareth. I'm almost done. Just fight this, old friend."

Fluttershy jumps a little as the wing she holds down starts to struggle, still retaining the Zero Wing skin even as the torso layer is pulled away. Her left front hoof brushes against Gareth's charcoal mane. For a moment, she thinks of Gray Moon back at her house, pained with the nightmare of the horned shadow. Flash back to the dark gray alicorn lying before who, five hundred years before, assumed such a form and name.

"No…" Gareth utters.

The spell stops around the cutie mark of the taijitu warped into the shape of a broken heart. Before Celestia can respond, Gareth's face convulses and is reabsorbed, covered against by the onyx-helmeted head and winedark eyes as the rotblack skin takes over, layer returning in full. The dark alicorn's front legs break the binding energy ring while his wings shatter their restraints, sending Twilight and Fluttershy rolling onto their backs. He gets back to his hooves and prepares to charge her.

"No more interference, Princess," Zero Wing says, deadpan and emotionless.

He whirls around with the winedark aura forming around his horn and aims it directly at Twilight and Fluttershy, moving to help their Princess. Celestia lunges, throwing herself between them and the shot.

In the distance, Zecora stands outside her hut, still looking for any signs of Twilight, Fluttershy or Gray Moon. She pauses when she sees an explosion of winedark light emanating among the still-standing trees in the space beyond.

Something white and flashquick breaks into the open space ahead shortly afterwards. The zebra prepares to run.

When the flash clears, Celestia draws back her wings, feeling slight burn marks against them. She shakes off the pain, lifting herself from the protective stance over Twilight and Fluttershy. The purple unicorn and yellow Pegasus open their eyes, seeing the damaged forest and voidscapes before them.

"No! No! No! No!" Twilight yells as the memory of Legacy's Reach comes back to her in full swing, only now with images of Ponyville in ruins. She kicks her hooves against the ground, throwing up a rock in her path. Twilight then breaks into a run, heading down the remnants of the forest path. Fluttershy calls out to her but Twilight continues running, thinking only of finding Ponyville literally erased off the map.

Something multicolored flashes in the distance, briefly catching Twilight's attention. Prompted, she runs faster.

In some perhaps inappropriate manner given the circumstances, the landscape appears like a series of stepping stones across the length of a river, leading to a chunk of intact land surrounding by the empty white currents. Defying physics, the pieces of land float above the voidscape below, shaking a little as Twilight leaps over to the next stepping stone remnant. In her hurry, she nearly trips and slides from a stepping stone's edge, her little pony legs dangling over the vast void.

Two legs hook around her body and pull her up to the patch of intact land. Twilight flails her front hooves for a moment as her heart races. Breath catches up with her. Flash of yellow blurs next to her.

"Twilight, calm down. It's just me," Fluttershy tells her friend as Twilight's chest stops heaving. "I'm glad I caught up to you in time." She helps her friend to her hooves.

Twilight pants a little, looking ahead of her. She sees the clusters of land fragments up ahead along with parts of the Everfree Forest still intact. For all his talk of ending it all, Zero Wing does a very sloppy job. Then again, maybe Gareth is fighting just as Celestia told him to. Maybe there's still time.

"Thank you, Fluttershy. Where is Celestia?"

Fluttershy tilts her head to the sky as the white alicorn flies overhead. The Princess looks down for a moment and continues on ahead.

"Where is she going?" Twilight yells.

"She has to catch up to her friend," Fluttershy explains, hooking her front legs around Twilight's chest again. "Come on, we have to keep moving."

Twilight dangles in Fluttershy's hold as the yellow Pegasus carries her over the next few stepping stone fragments until they reach a long strip of still-intact land. Fluttershy releases Twilight to the ground and tucks her wings in, joining Twilight as they make their way down the strip of land. Around them, the ominous white glow of the void lights their path, cutting off against the night sky above. In another time/another place, the sight might have been beautiful but the two take no notice as they advance.

Eventually, the strip narrows to an arrowhead-like breakoff as Fluttershy recommences the flight-cross tactic from before. Ten more stepping stone fragments pass under Twilight's hooves, touching down on the next land strip. More of the forest appears, the treeshadows being a bit of a comfort now.

"Twilight and Fluttershy, run and strive!/I'm glad to see you're still alive!"

Twilight and Fluttershy turn to the voice and spot Zecora standing outside her hut and before the void cutting into her yard. Her golden earrings and neck rings shine in the void light as she nears the other edge. Behind her hut, a stretch of forest goes on. Animal cry in the distance.

"Zecora, we're glad to see you too! Did the Princess and the blackgray winged unicorn come by?"

"Indeed, they passed overhead/The Princess wearing a look of dread," the zebra answers. "En route to Ponyville, I fear,/That the end might indeed be near."

"No way, Zecora!" Twilight yells, determined as ever. "I'm not going to let that happen! Come on, Fluttershy! We have to stop him!"

Fluttershy nods and follows behind, turning to Zecora with a quick wave and apology for the rush. The two jump over the gap between pieces of intact land.

The zebra disappears into her hut for a moment and reappears with a saddlebag full of still-intact vials and containers. "Please, Twilight, wait for me!/We are stronger as three!"

Twilight and Fluttershy pause as Zecora jumps the gap and catches up to them. With a smile on her face, Twilight directs the three towards Ponyville. Not too late…

* * *

Gag. Emerald flame. Spit take.

Spike watches the scroll land before his feet, fighting off the quicker-than-usual assault on his gag reflex. The scroll's edges are split, showing a message written in a hurry. The little dragon quickly collects it in his claws and unfurls, seeing the hastened penmanship.

Canterlot Has Been Attacked. Tell Twilight and the Others Immediately. Do Not Let Gray Moon Out of Your Sight. Detain Him Immediately. I Will Be Coming Soon to Collect Him.

Spike looks up, noticing the night sky outside and yet no Twilight returning to the library with Fluttershy and Gray Moon in tow. An instant I-knew-it sprouts in mind, soon replaced by feelings of dread and concern for his friends. Not to mention if Canterlot had been attacked, but surely the Princesses could handle that.

The little dragon clutches the message in hand as he runs out the door, staring into the open sky as if to expect some aerial attacker. "Twilight? Twilight!"

Some ponies still outside look at the little dragon scanning the area. Spike then remembers what Gray Moon had said about a cave hidden in the Everfree Forest. He turns in the direction of the treeshadows and lets out a resigned sigh.

"Twilight could be anywhere in that forest! Gray Moon might have even misled them into a trap! I have to do something!" Spike thinks aloud, running as fast as his little reptilian legs permit him. "Looks like it's up to me to get the message to-"

"Keep it down will ya?"

Just as Spike moves towards the border between Ponyville and the Everfree Forest, he glances up, seeing a single little cloud overhead. A rainbow-maned Pegasus pokes her head over the edge, glaring down at the dragon.

"What's a pony gotta do to get a good night's sleep?" she complains, throwing an angry, curved hoof into the air.

"Rainbow Dash! I'm so glad to see you! I have to find Twilight and Gray Moon! Have you seen them?"

"Gray who now?"

"A gray colt Twilight and Fluttershy was helping! Kinda frantic! Moved around a lot!"

Dash brushes a hoof under her chin, a pensive look (as much as Dash can have, fearing to appear like some uncool egghead) forms on her face. "Now that you mention it, I think I did see some gray colt running into the forest. But I wasn't feeling like looking into it-"

"That was Gray Moon! I have to find him!"

"Well, whatever it is, I'm sure Twilight can handle it herself," Dash lets out a yawn and her eyes start to close.

"You don't understand! I got a letter from the Princess telling me to detain him because she's coming to get him after Canterlot was attacked and-"

Dash's eyes pop open and her wings tense. "What was that?"

"Canterlot was attacked but the Princess didn't say by who or what! But she told me to tell Twilight and the others! And, and to detain Gray Moon!"

Dash raises an eyebrow. "And they're in the Everfree Forest right now?"

Spike nods.

Dash throws her front legs up. "Well that settles it! It'll take forever to look through the entire forest to find them!"

Spike pauses, scratching his chin for an idea. It dawns on him and he starts to walk away as if going on alone. "Well, I guess if the cool and talented Rainbow Dash isn't up for the challenge, then maybe I should ask someone else. Like maybe-"

Dash swoops behind Spike, tossing the little dragon on her back. They glide across the ground towards the Everfree Forest and cross its threshold in a few seconds flat. "There's no challenge I can't handle!"

Spike clutches to her neck, trying to keep on as he fears she'll fly into Sonic Rainboom mode. Dash maneuvers among the trees, feeling quite confident in her abilities as she scans the terrain for any signs of Twilight or the gray colt.

"Yeah, we'll find them in…no…time…"

Rainbow Dash screeches to a halt, sliding up dirt clods as Spike flips on her back. The rainbow-maned Pegasus cranes her neck as an ominous white glow picks up in the distance, stretching across the terrain. Treeshadows are cut short and outright obliterated as two rough voidscapes form, slicing through trees that shatter into dissolving dust. To Dash, it's almost like clouds eating away at the ground.

Dash braces herself when the twin voidscapes come to a halt, bathing her and Spike's faces in their light.

"What's going on?" Spike calls out.

Before Dash can say anything, a blackgray shape blurs into view with a faint winedark aura surrounding its head in a ghoulish corona. It looks below at them, showing an alicorn's horn and wings, dark as spilled ink even in the light of the voidscapes.

"Who is that?" Spike asks, getting a full view of the alicorn.

The alicorn fires a shot of energy directly near their hooves, causing Dash to leap to the side as the miniature void eats away at the patch of ground. The winedark aura shoots again, taking out the patch of land just near the Pegasus' hooves. She turns her head to the sky, growling a little.

"Dash?"

Dash doesn't answer, instead soaring into the sky with her front hooves raised before her. Spike falls from her back before she makes it the first few feet off the ground, rubbing his back with the emergency scroll still in hand. The rainbow-maned Pegasus picks up speed and stops just a few feet from the alicorn's face.

"Hey, just what do you think you're doing?" Dash yells, thrusting an accusatory hoof towards the assailant.

The alicorn does not respond, winedark eyes void of any emotion.

"Hey! I'm talking to you!" Dash flies into the alicorn's face, annoyed by the lack of response. "Yeah, you! Is anyone in there?"

The alicorn does not respond again.

More annoyed now, Dash pushes a hoof into the alicorn's face. "You think you can just fly in here and shoot at me? Huh? Is that it?"

Still no response.

Dash moves to punch the alicorn's face when the horn starts its winedark glow, readied for another shot at point-blank range. The Pegasus flies to the side, avoiding the shot as it hits the ground below, scaring Spike into jumping.

"Stop doing that!" Dash yells, throwing her left front hoof directly into the alicorn's face. The alicorn's head tilts a little, unfazed even as Dash delivers blow after blow, turning the alicorn's face into a punching bag. She pulls back, wincing as her hooves make contact with the metal of the alicorn's helmet.

Taking advantage of the hoofpangs distracting her, the alicorn lunges forward, striking her to the side. Dash throws out her wings, curving to divebomb the attacker if she had to. Winedark energy fires by her face, leading the Pegasus to dive beneath the shot. The temptation to taunt the alicorn for trying to shoot down Cloudsdale's fastest flier is high but she relents, figuring the best time isn't while another mass of winedark energy is coming her way.

Nevertheless, she shoots down, trying to launch and curve into the alicorn's underbelly for a quick strike. Dash comes close to landing the blow until the blackgray alicorn blurs away, leaving only a brief faded image in her sight. The rainbow-maned Pegasus ducks as the expected shot flies past her head, striking a few trees below and shattering them into nothingness. Curving backwards into a loop, Dash readies herself for a quicker strike.

Below, Spike watches in amazement as Dash fights the alicorn head-on, dodging every shot fired in his direction. The little dragon wonders who this alicorn is, wondering if it's anypony the Princess knows. His thoughts are cut off by the next shot, disintegrating a tree he leans against. Around him, he swears he hears some wildlife fleeing for their lives. Doesn't blame them one bit.

Back above! Dash crosses the open air, expertly dodging the next shot. Still, she doesn't pick up any sense of frustration or anger coming from the attacker. Really, the attacker turns back, heading in the direction of Ponyville.

"No you don't!" Dash shoots into the back of the alicorn. "I'm not just gonna let you go after Ponyville with your disintegrating attacks! Get back here and fight like a real pony! I'll take you on myself!"

Blurring around her, the alicorn catches Dash off-guard and strikes her side, sending the Pegasus spiraling. Dash regains her composure, shaking off the pain in her torso and curving to avoid being struck down by the alicorn's next move. Just as the alicorn begins to recommence its route towards Ponyville, Dash charges once more, colliding into the area between its torso and throat. The alicorn seems to shake into the air, throwing up its wings to toss Dash aside.

"Yeah! You show him who's boss!" Spike cheers from below, running along the still-intact forest floor path as the Pegasus and alicorn clash above him. "Take him down, Dash! Take him down!"

_Must keep that thing from Ponyville at all costs_, Dash thinks, ignoring the pains shrieking in her legs and torso. She smirks when the echo of Spike's cheers reaches her ears. _And look absolutely awesome while doing it._

Dash kicks into the open air, her wings extended for the next dive and curve. She barrel rolls as the next shot barely misses her, colliding with a tree. The night wind brushes by her face, blowing her rainbow mane like a pennant cheering at her efforts. Another barrel roll and a loop, barely missing the shot that almost grazes her back. Below, Spike continues cheering and running onward.

The alicorn slows to a halt, turning to face the defiant Pegasus. "You test my patience," the alicorn tells her, voice deadpan and emotionless.

"Ah, so you can talk!" Dash replies, shaking her hoof. "Well then, get this straight through your thick skull! If you're thinking of doing that dissolving stuff to Ponyville, you can just forget it! I'll fight you to the very end!"

The alicorn narrows its eyes and falls back, its blackgray wings against the night sky. The horn glows again but the expected shot doesn't come. Instead, the horn charges its magic, building up a field. It blurs ahead towards Ponyville, passing Dash who picks up speed and gives chase.

Spike watches on, transfixed in the sight of the fight. He nearly trips over a rock rising from the path.

The winedark energy field fully forms around the alicorn as Dash goes faster to keep up. Something of her own formed, trailing behind her in rainbow colors. The Pegasus moves even faster, determined to keep the alicorn from reaching Ponyville at all costs as the threshold between the two came closer. Curving upwards, she collides head-on with the alicorn's winedark shield.

The Sonic Rainboom stretches across the sky, stirring the sleepy and tired eyes of those in Ponyville. Shortly afterwards, the air siren begins to bellow as the dark alicorn soars through the Rainboom, unfazed, unharmed.

A body begins to fall.

* * *

Spitfire leaps into the night sky as the Wonderbolts respond to the air siren below. She sees the glow of the voidscapes through her goggles, curving along the open air.

"Search and rescue time!" she calls out to Soarin', Rapidfire, and Fleetfoot as they begin their descent onto Ponyville, seeing the voidscapes stretch into the town like trickling streams. Already the sounds of the screaming residents below reach her ears, perking up as she moves faster, curving towards the edge of town where somepony falls.

"Gotcha!" Spitfire yells triumphantly, catching the falling pony in her front hooves. She's taken by surprise at the sight a graying Pegasus bearing Rainbow Dash's unmistakable cutie mark. "What the-?"

Dash weakly kicks her front left hoof into the air. "I'll let…him have it! Where…is he?"

"It's alright, Rainbow Dash. Just hold on!" Spitfire holds the energy-drained Pegasus to her as she descends towards a patch of land. There, a small purple dragon flails his arms, panicking at the sight of the weakened Pegasus in her hooves.

"Omigosh! Rainbow Dash, are you alright?" Spike shouts as Spitfire gently places her on the ground.

"Get her some immediate medical attention at a safer location!" Spitfire tells Spike before taking off into the sky once more. The dragon nods and starts attempting to drag Rainbow Dash away as the weakened Pegasus keeps attempting to shake a defiant hoof at the air.

The other Wonderbolts swoop in for quick rescues, pulling ponies from the incoming paths of the trickling voids. Pinkie Pie hoops and hollers, thinking briefly that all the excitement is due to some kind of crazy late night party until she notices some of the buildings on the edge of Ponyville being swallowed whole by the white void. Fortunately, the evacuation goes well, ushering ponies across the still-intact streets. Pinkie Pie runs along, following the Wonderbolt attempting to direct her towards an outskirt route.

At Sweet Apple Acres, some of the refugees gather while Applejack and Big Macintosh see them through the front entrance. She monitors the glowing white in the town with a worried look on her face. The dark form above didn't settle well with her either. Nevertheless, there's reassurance in seeing the Wonderbolts performing the rescues and escorting ponies out of town. Still, she worries about her friends.

"Ah hope they're all right, Big Mac," Applejack says to her brother as a few scared pony couples make their way past the front entrance. "Ah just hope the Wonderbolts can handle this problem. Yah think Twilight, Rainbow Dash an' the others are doin' alright?"

"Eeyup," Big Macintosh answers, helping a collapsed black mare back onto her hooves. "They'll be fine, AJ. You ponies always manage."

Applejack smiles, considering her brother's words. She offers that smile as a reassurance to a scared little filly, maybe one of Apple Bloom's classmates, as she makes her way into the Acres. Speaking of which, Apple Bloom runs to the entrance, calling out Applejack's name.

"Applejack! Big Mac! What's goin' on?"

"Apple Bloom, get back 'n the house!" Applejack shouts back. "We need to get all the space we can. Pass on, everypony. We'll take care of y'all 'til the hassle settles down."

The yellow and red filly runs towards the entrance, passing the incoming ponies and staring into the mass of energy, void, and winedark stars ahead of her.

"Goooooolly! There mus' be somethin' big goin' on!"

"Apple Bloom, get back over here now!"

Apple Bloom's bow droops as she huffs back, feeling as though she is deprived of seeing yet another spectacular thing due to her age. As she makes her way back, she bumps into a pink filly wearing a tiara.

"Oh great! First, I get forced out of my house when I'm trying to sleep, and now I run into you! Tonight can't possibly get any worse!"

"Nice to see yah too, Diamond Tiara," Apple Bloom grunts as the snotty little brat walks past the entrance with her father Filthy Rich. Why they had to appear is beyond Bloom's guess but she pauses as another figure runs by, now taking a dragon shape pulling along a plum-tuckered-out Pegasus. Two earth ponies lean down to help carry her.

"Please, be careful with her!" Spike tells the two earth ponies carrying Dash along.

"Oh mah stars! What happened to Rainbow Dash?" Bloom runs worried next to the fallen Pegasus.

"That big black thing got to her!" Spike hurriedly explains. "If it wasn't for the Wonderbolts, she might have-!"

Bloom pushes herself against Rainbow Dash trying to offer support as much as she can with her little head. The Pegasus groans, still trying to raise that defiant hoof. "Don't worry, Rainbow Dash. Applejack'll know what t'do!"

The group carries Rainbow Dash towards the entrance, drawing the immediate attention of Applejack and Big Macintosh running over to her aid. Big Macintosh lifts Rainbow Dash onto her back and carries her past the entrance. Applejack looks on, worried about her friend as Big Macintosh lays her on the grass.

"Dash, what happened?"

"Spike said that some big black thing got to her!" Apple Bloom chimes in, repositioning her bow atop her head shifted by helping Dash. "Is there anythin' we can do?"

Applejack places a hoof against Rainbow Dash's forehead, never hurt to check. "Doesn't feel like any fever. It's like somepony just sucked mos' of the life right outta her."

"Eeyup," Big Macintosh adds as usual, worried look changing up the catchphrase. He brushes a hoof against Dash's cheek and leans his right ear to her chest. "Her heartbeat's real weak. Jus' like somepony suckin' the life outta her."

Applejack is about to speak when a voice breaks over the crowd. "I can't believe this! I was so close to finishing my latest design and something started breaking the grounds across my boutique! And-my goodness! What's wrong with Rainbow?"

The white unicorn with deep purple mane runs towards the fallen Pegasus, her cat Opal clinging to her saddlebag. "Opal, no! That designer saddlebag came straight from Saddles Imported! What happened to Dash?"

Big Macintosh hangs his head. Applejack answers. "Somethin' got Dash up there, Rarity, probably why she set off that Sonic Rainboom. Whatever's goin' after Ponyville now got to her."

"What a beast!" Rarity sets down her saddlebag and pet cat. "Well, rest assured, there will be no more harm coming to my friends. Speaking of which, have you seen Twilight or Fluttershy? I haven't seen them since this morning?"

"No idea, sugarcube. But we got other matters t'attend to. An' until we settle this, y'all best got on inside. Ah'm sure the Wonderbolts will manage whatever's up there."

Beyond Sweet Apple Acres, Spitfire shoots upwards, sensing the presence of the attacker amidst the chaos. A blackgray shape blurs into view, about the size of Princess Celestia if not larger. Spreading its wings, it leaps into the open with its front legs kicking into the air. She pauses, taking in the sight of the alicorn with the winedark aura building around its horn. With the others evacuated, the Wonderbolts reconvene behind her, preparing for a charge at the foe.

Zero Wing tilts his head down, seeing the blue-uniformed Pegasi shooting towards him with trails in their wake. The blackgray alicorn kicks up, horn rising against the sky like a rocket surging with raw energy to the stars. He stops a few feet into the air, looking down at the destruction upon this settlement.

The Wonderbolts charge directly into Zero Wing's torso, delivering kicks and punches against the blackgray alicorn. He draws out his winedark aura, preparing another field. Spitfire catches this and directs Soarin' and Rapidfire to launch directly at his throat. The two land the blow with their hind legs, managing to throw off the field building around the alicorn's head.

"Don't let up!" Spitfire yells, charging into the alicorn's left wing. She misses just barely as the alicorn shifts to the side, striking Rapidfire with his horn. The Wonderbolt falls back, kicking into the air as he regains his balance to land another strike. Soarin' jumps at the other wing, trying to bring the alicorn down.

"Around its head! Around its head!" Soarin' calls out. "We gotta overwhelm it!"

Spitfire heeds, directing Rapidfire and Fleetfoot to follow her. They curve, barrel roll, dive, and shift around the alicorn's body. The winedark energy builds around his horn but they continue their movement, trying to confuse him and stall his shot.

"Good work! Keep it up!" Spitfire yells to her team. "Just a little more and-"

The winedark energy sparks, creating a massive field that shoots off around the alicorn. Spitfire sees it too late, being hit straight-on by the shot. Beneath her jumpsuit, her body goes limp with her wings losing all movement. Beneath her goggles, her eyes struggle to stay open. The other Wonderbolts follow suit, the winedark field taking its toll on their bodies. With a grunt and a weak cry coming from Rapidfire, the Wonderbolts fall from the sky.

Several feet away, Applejack feels her heart sink as the four Pegasi collapse from the sky, descending towards the earth while the dark form blurs ahead. From its horn, another void forms along the road leading towards the fillies' school, stripping it to a cluster of stepping stone fragments atop a white void river.

Suddenly, the four Pegasi stop in mid-air, supported by a golden field encircling them in a protective bubble. Gently, the bubble cradles them and transports itself towards the road leading into Sweet Apple Acres. It opens before Applejack and Big Macintosh as the two stand before the bubble deposited before their hooves. They circle around the fallen Wonderbolts, helping them to their hooves. Big Macintosh lifts Spitfire and Soarin' atop his back, carrying the two of them to the entrance while Applejack guides Rapidfire and Fleetfoot. Now isn't the time to question the miraculous save.

Celestia rises above the white glow, being reminded of the devastation she had witnessed five hundred years ago. She scans the sky for Gareth/Zero Wing and finds him, preparing for another shot. She sighs and charges, trying to get a good shot at Zero Wing's underbelly while the alicorn remained distracted by his quest to completely eliminate the area around him.

Denied.

Zero Wing clashes horns with her once more, the winedark and gold energies clashing and exploding as the two shake and fall back, hooves raised in each other's direction. The blackgray alicorn reengages her, directing his horn at her. No magic this time. Simply wanting to get her out of the way.

Celestia winces as the horn grazes her left front leg and tears through her mane. She ducks down, avoiding the next shot as Zero Wing continues to lunge, an arrow encircling her at all angles.

"You continue to fight me," Zero Wing says, blurring across the Princess' field of vision. "I told you. Nothing is going to stop me. Not you. Not him. Nothing."

"I'm not going to rest until you're stopped and Gareth is freed," Celestia declares, darting ahead as Zero Wing blurs behind her.

"He will not interfere. He knows what must be done. I will make sure our goal is met."

Zero Wing divebombs, horn raised towards the Princess' throat. Celestia moves to the side, horn barely missing her neck. The two clash horns again, sending off sparks of their energies' colors. They hold the clash for a few moments more, pink-purple eyes glaring into winedark ones beneath the onyx helmet. They break but Celestia gets the upper hoof, slamming directly into Zero Wing's chin. Taking the moment, she lifts her front legs and delivers a kick against his chest. And then to his left wing. Anything to ground him.

Zero Wing doesn't permit her that chance, driving his horn right against where her front left leg and torso connect. She winces as it scratches, tearing out some white fur in a scribbling line. Celestia pulls back as Zero Wing clashes against her once more.

"As soon as I dispose of you, I will erase the world," the blackgray alicorn slashes the horn down the middle of Celestia's face. She cries out as the horn leaves a winedark energy trail burning between her eyes to her snout. "Only then, can order be restored once more in a meaningless existence."

"Oh, SHUT UP!" Celestia curses, firing a golden shot at the blackgray alicorn's face, bouncing off the onyx helmet. "Gareth! Please, you have to fight him!"

Zero Wing remains unfazed, winedark eyes staring at her worried expression. "I told you. He will not interfere. And you will not order me around. I am not your servant, Princess."

He lunges again, aiming his next attack right for her torso wherein the goddess' heart beat rapidly, fearing that her friend may be gone for good.

Suddenly, Zero Wing pulls back half-way through the space between them. For a moment, the normally emotionless blackgray alicorn shows a look of silent agony, winedark eyes widened and mouth caught in a murdered scream. The face peels away with a flashquick aura of winedark light, revealing Gareth beneath. His dull jade eyes open slowly, a similar pained expression forming along his lips and eyes.

"Forgive me…my Princess," Gareth utters. "I'm sorry…I couldn't sleep…forever…all I've done…it's my fault…"

"Fight him!" Celestia nears, look of relief developing over her face.

"I can't…I failed you, my Princess…I failed them all…I couldn't save Amber or Morning Star or Sunny Ray…nor could I save myself," Gareth continues, thinking to the mental image of destroying the manifestation of Gray Moon. "I wanted…to…send a warning…but he went to the…wrong place…and he's gone…"

"No, he's not! You _are_ Gray Moon, Gareth! You can do this! Fight him!" Celestia comes within kissing distance. She places her front hooves on his cheeks and lowers her horn, preparing the same spell from earlier. "Please, my old friend…"

"Forgive me…my Princess!" Gareth screams in agony as Zero Wing reclaims the headspace, the onyx helmet and winedark eyes returning as the dark alicorn reforms, throwing Celestia back.

"He just doesn't get it!" Zero Wing yells, a hint of anger in his voice before returning to his previously stoic state. "No matter. It ends here."

Zero Wing slams against her head-on, driving the horn past her cheek and tearing through her mane again. Celestia yells in anger and sadness, breaking from his hold as the fight starts again.

After jumping across a few more stepping stone fragments, Twilight, Fluttershy, and Zecora make their way to the still-intact threshold between the Everfree Forest and Ponyville. Much to Fluttershy's relief, her cottage remains whole although she can see her scared pets and animal friends peering through the windows, Angel among them. Much to Fluttershy's worry, the sight of the solid white voidscapes come into view.

"Come on, Fluttershy!" Twilight yells as the three run down the road, dodging void gaps cutting into the dirt and grass. Twilight scans the area as she moves, seeing parts of Ponyville broken down. Buildings halved and quartered by stretches of white void. Roads ending at bottomless pits where commerce once commenced. A taxicart lies sprawled against a patch of land with only one wheel and half of its yellow-black carriage intact. A sink sprays water over an exposed edge, losing drops into the void below. The river itself seals off at the ends.

Looking ahead, the Library remains intact. Miraculously, the void trickling towards it curves around like a half-moat, continuing onward towards the outskirts of Ponyville. She feels a little relieved to see nopony around caught in the devastation and that the voidscapes stretch no further than Ponyville. If it goes any further-

Someponies yell in the distance, curving along the road broken up ahead.

Twilight gestures for Fluttershy and Zecora to follow, taking care to pick up speed only along the intact strips of land. Stepping stone fragments appear again, forcing the unicorn and zebra to jump across while the yellow Pegasus takes flight above them. The flashing lights of the battle in the center go on, winedark and sunlight gold sparking. The purple unicorn pauses, seeing her mentor fighting the blackgray alicorn, clashing horns once more.

"The Princess can handle herself," Twilight reassures Fluttershy as she passes. "Right now, we have to find the others."

"Look before you, Fluttershy, and me!/Is that the road to the Acres I see?"

Twilight looks ahead and sees indeed that it is. "Thanks, Zecora. Let's go!"

The zebra nods, following along as the purple unicorn leads the way. More fragments form, stepping stones jumping in their path. Expertly, she makes flashquick movements over them, not looking at the void below for her benefit. Zecora handles it well, flashquick hooves while ensuring the contents of her saddlebag remain inside. Aside from some minor clinking when she lands on the other side, the vials and containers stay.

A small yellow filly with red mane and pink bow appears around the corner, looking around frantically for anypony else. Despite her siblings' calls, Apple Bloom continues moving, gazing ahead.

"I can't stay here! I won't stay here! I'm going home!"

Apple Bloom turns around and sees Diamond Tiara running towards her. She's knocked aside as Diamond Tiara runs past.

"Out of my way, loser! I'm not gonna stay in such conditions!"

"Diamond Tiara, wait a minute! Get back here!"

The spoiled filly ignores her as she makes the corner, determined to get back to her house with her things no matter what. Suddenly, a shot fires from the sky, crashing into the ground before her in meteoric fashion. Diamond Tiara skids to a halt but starts to slide over the edge, letting out a shriek.

Somepony pulls her back up by the tail. Apple Bloom drags Diamond Tiara back onto the strip of land while whatever remnants of the former landscape collapse into the void. Diamond Tiara stares transfixed, clearly horrified at the idea of falling.

"Use yer noggin, Diamond Tiara!" Apple Bloom chides her schoolyard enemy. "Y'all coulda been tumbling into that abyss!"

Diamond Tiara's namesake headwear tilts over her eyes. She pushes it back into place and resumes her ever-so-pleasant attitude from before, tugging her tail back to her. "Don't mess up my tail! You're lucky Daddy's not around to see this!"

"Yer welcome too," Apple Bloom notes sardonically.

"Apple Bloom!"

She quickly turns and sees Fluttershy carrying Twilight over the gap. The yellow Pegasus sets her down next to the two fillies and goes back for Zecora. Not wanting to be anywhere near the glowing white anymore, Diamond Tiara runs back towards the Acres.

"Twilight! Ah'm glad to see yer alright!" Bloom runs to her, hugging the unicorn's leg.

"Yes, I'm glad to see you too," Twilight briefly brushes her left front hoof against Apple Bloom's back.

Apple Bloom releases, keeping her hopeful smile. "It's good. Come on now! Back t' the Acres! We got other townponies waiting there!" Apple Bloom's smile dies, remembering Rainbow Dash and the Wonderbolts in their weakened state. She considers giving the bad news but just retreats towards the Acres. "Come on!"

Twilight nods just as Fluttershy returns, gently lowering Zecora to the ground. "Come on, we have to get to Sweet Apple Acres."

The unicorn makes her way towards the Acres with Fluttershy and Zecora behind her. Every so often, she steals glances in the direction of Celestia and Zero Wing's fight, wishing for Celestia's victory and that she could help. She refocuses on the route ahead, seeing the still-intact land. She sees Apple Bloom disappearing around a corner towards the front entrance. As soon as the three reach, Applejack and Big Macintosh greet them at the entrance.

"Twilight! Fluttershy! Ah'm very glad to see y'all! Ah thought y'all might've…might've…"

Twilight returns a reassuring smile. "We're fine. We've been through a lot but we're fine now."

Twilight and Fluttershy pass through the entrance, Fluttershy giving her regards to Applejack and Big Macintosh who bows respectfully towards her. Zecora follows in, carefully making sure the contents of her saddlebag do not spill prematurely.

"Zecora! Mah stars, are yah holding up alright?"

"Yes, I am fine, Applejack dear./Why all the apprehension and the fear?"

"Well, Zecora, somethin' happened to Rainbow Dash an' the Wonderbolts-"

"What?" Twilight goes in front of her. "What happened?"

Applejack just gestures towards the sky where Zero Wing battles Celestia and then points towards the spot on the grass where five ponies lie outstretched. Before Twilight can do anything, Zecora moves ahead with her saddlebag ready. Nearing Rainbow Dash, she draws out a vial from her bag. Its contents shift around, flashing a jade color.

"I see the noted attacks were true,/Zero Wing draining ponies of life-energies too./I don't have anything to make strength anew,/But perhaps I can make things better with my revitalization brew."

The zebra places a hoof under Rainbow Dash's neck, tilting her head. The Pegasus still holds out her defiant hoof, thinking Zero Wing is still around her. She pulls out the cork with her teeth and gently pours half of the jade fluid into her mouth. Rainbow Dash coughs, spitting some jade drops against Zecora's face. But the Pegasus shows more signs of life.

"Let me at him. Let me at him! I wasn't finished!"

"You do not have to say such a thing./You are among friends, not Zero Wing."

Twilight watches as Zecora moves onto Spitfire with the remnants of the jade fluid. Noticing Rarity, the zebra hands her a vial. "Please help me with the Wonderbolts./Give each one half a dose."

"Alright then," Rarity nods, taking the vial in a blue magic aura. She tilts up Fleetfoot's head and readies the vial. Fleetfoot coughs up a few jade drops against Rarity's face. The white unicorn simply brushes it off and moves to Rapidfire.

They tend to the fallen Wonderbolts as Dash tries to stand only to collapse as the weakening effect still gets to her. She turns back again, seeing the fight going on over Ponyville. Thinking of her mentor, Twilight runs past the entrance.

"Where are yah goin'?" Applejack calls. "Twilight!"

The purple unicorn calls back. "Stay with them. Make sure nothing happens to them. I'm going to help Celestia!"

"Twilight!"

The purple unicorn runs onward, hearing Celestia's cry of pain as Zero Wing lunges at her with his horn. She falls back, kicking into the space between them. When Zero Wing turns in the direction of Sweet Apple Acres, Celestia dives at him. Anything to keep him at bay.

Twilight runs on, jumping over the newly-formed stepping stones.

Back at the Acres, Spike runs out to the entrance after hearing Twilight's name. He doesn't see her and turns to the Fluttershy. "Fluttershy! Where's Twilight? Where's Gray Moon?"

Fluttershy hangs her head for a moment. "Gray Moon's gone, Spike. That monster got him. He was a memory projection, like Twilight's spell. I tried to save him."

Spike feels a knot in his gut, remembering all the sarcastic side-remarks he had made about the gray colt. "I'm sorry, Fluttershy. But if Twilight can-"

Fluttershy perks up. "Twilight! Oh my goodness, she's gone back!" The yellow Pegasus extends her wings and soars past Sweet Apple Acres' entrance, right over Applejack and Big Macintosh's heads.

"Fluttershy, wait! Where are you going?" Spike attempts to follow but trips. The fragments of the scroll, still somehow caught in his own fingers despite this, scatter out of his grasp.

Back to Twilight as she makes her way nearer to Ponyville, disregarding the pains in her legs and chest. Breath catches up with her. She makes it to the edge where the big gap forms, skidding to a halt. Just as before, two front legs wrap around her chest and lift her into the air.

"Well, I couldn't just let you go back on your own," Fluttershy explains, a smile replacing the worried look from earlier. "After all, you can't make those long jumps."

"No, but you can," Twilight returns the smile. "Come on, let's go get him. For Gray Moon."

Fluttershy nods. "For Gray Moon."

The yellow Pegasus reaches the other end of the gap, landing carefully on the strip so Twilight's hooves reach with the ground. The two of them recommence their run, heading into the center of Ponyville while above Celestia and Zero Wing fought on. They

duck to the side as a shot fires in their direction, splitting the ground beneath their hooves. Fluttershy pulls Twilight out of the range of the next shot, lifting her over the next gap forming.

"What's the plan?" Fluttershy asks.

Twilight considers, then looks up to the fight above. "We have to get up there. For this to work, we have to get to Zero Wing."

"What?" Fluttershy balks, remembering her poor hooves from the last time she came face-to-face with the beast. "Are you crazy?"

"Please, trust me on this, Fluttershy. I can't use any spells from down here. They won't reach. And we have to do this," Twilight places her left front hoof on Fluttershy's back. "Please, just trust me, Fluttershy. We have to. For the Princess. For Gray Moon. For everypony. Please, just trust me on this."

Fluttershy sighs and nods. She pulls away from Twilight and stretches her wings, preparing for what might be another long flight. They feel sore but she moves on, not wanting to disappoint her friend. For everypony, she wraps her front legs around Twilight and takes off into the sky with a speed that might have even made Rainbow Dash a bit jealous.

The space between them and the dueling alicorns lessens until Twilight gets a proper view of the monster. Celestia stares shocked and worried as Fluttershy and Twilight come into view. Zero Wing notices them too.

"What are you doing?" Celestia yells just as Zero Wing fires a winedark energy spear at the two.

Fluttershy moves to the side, pulling Twilight and herself out of harm's way. Despite the pangs in her chest and front legs, she holds on, determined to enact out Twilight's plan. The purple unicorn concentrates on the moving target, her horn starting to glow with a purple aura.

Zero Wing moves to strike her once again when Twilight fires the spell. Taking Zero Wing by surprise, the blackgray alicorn

_shifts into the open whiteness. Like before, he hovers about, blurring from place to place. Only this time, the purple unicorn isn't alone. The yellow Pegasus carries her across the open space. Breath catches up with her as she fixes her grip on Twilight, the purple unicorn concentrated on her spell._

What is this? _The blackgray alicorn questions._

A taste of your own magic, _Twilight answers._ I understand now. Don't worry, Gareth. You will be free!

_Fluttershy pulls back as Zero Wing charges, showing signs of previously unseen anger. His horn nearly grazes Fluttershy's wing but she dodges, taking Twilight with her out of harm's way. Twilight prepares herself for the attack at hand as Fluttershy pulls up again to dodge a winedark hadōken blast._

Alright, Fluttershy_, Twilight says._ Let go.

_Fluttershy looks worried and tightens her grip on Twilight._

Please, let go. Trust me, Fluttershy.

_The yellow Pegasus releases, dropping Twilight into the open space. Despite the Pegasus' fears, her friend floats into the open space and throws herself at Zero Wing. A purple shot fires at the alicorn's face. He retaliates with a winedark aura concentrated within a spear. The two energies clash against one another, straining to break and strike._

I will…not…let…you…interfere…

_Twilight pushes against the alicorn's energy attack, trying her hardest to break it. Fluttershy hovers closer to her, wishing she could do magic even if only for a moment. Her friend continues the reverse tug-of-war with the beams, feeling herself pushed back a bit more and more and_

_Suddenly, Twilight's spell amplifies, shooting back directly at Zero Wing and shattering the winedark aura into sparks. Smiling, Twilight increases the spell as her mentor aides her, Celestia's horn glowing. Surprised, the blackgray alicorn tries for another when the spell hits him head-on, colliding against his face. Like a porcelain mask, Zero Wing's face breaks once more, exposing Gareth beneath._

_The memories hit hard and fast._

_Before Gareth's eyes, the scenes of a small purple unicorn filly play out. She moves about, playing with an older blue-maned white unicorn, running through the field as their parents watch on. Flash to the same purple filly with a younger version of the pink alicorn he saw back at Canterlot. Hooves clapping together in some game. Cut again, the same filly grown up with her friends, including the yellow Pegasus, surrounding her with open arms._

What is this? _Zero Wing's voice booms somewhere behind Gareth._

Gareth,_ Twilight speaks to the alicorn, coming closer as the memory barrage continues. The scenes of her friends build up around them, filling the white space with full colors as the memories flash around them._ I know it hurt to see those you care about pass on while you continued living. But the world is not meaningless as Zero Wing tells you. He shows you the painful memories but there were good ones too. Do you remember them?

Silence her!_ Zero Wing growls somewhere._

_Twilight continues, helped by the Princess' amplification as she moves into the alicorn's mind. Past the flashquick images of Zero Wing and the destruction of Legacy's Reach. Past the deaths. Past the pain. Past them all, other memories flow freely. The images of Twilight and her friends vanish, replaced by images of Gray Moon walking happily with Amber Mist. Nuzzling Morning Star as the rain poured outside. Working alongside Sunny Ray, seeing her comforting smile. Lily-of-the-Valley whispering sweet words of love into his ear._

_Gareth falters, tears flowing down his face._

You know what must be done,_ Zero Wing says ominously, like a pony about two seconds from flying into a full rampage. _You said so yourself. Without them, life is meaningless. Life is just suffering. They die and they'll continue dying as long-

With all due respect_, Twilight cuts in._ Shut up.

_Zero Wing attempts to cover Gareth's eyes but the alicorn fights back, seeing the images of his mates smiling, happy, all the good times among the bad. Not the images he saw in the five hundred years of dreaming. Not what Zero Wing made him see over and over. No drowning. No sickness. No death. Life. Life of the world. Then. To come._

One day, I will pass on just as they did,_ Twilight admits, feeling a bit pained to admit her own mortality._ But until then, there's meaning in everything. My family. My friends. My mentor. Everypony I care about. And there's meaning for you as well. There always has been.

Yes,_ Fluttershy adds, hovering alongside Twilight. _There's always meaning, no matter how dark or grim it gets. Come on, Gareth. We'll help you.

_Zero Wing growls somewhere, floating adrift in the voidscape._

Zero Wing is just an idea, Gareth. He's been hiding you, been keeping you in the dark. He's just a thought. You can fight him. Without you, he's nothing. Now, come to us, Gareth. Come to us.

_The jade-eyed alicorn shudders as Zero Wing roars into the sky, seconds from lunging to impale his horn into the unicorn's throat. Gareth catches him in midair and pulls back, shattering the onyx helmet over his head. _

_Concentrating the memory projection spell, Twilight channels through the cascade of thoughts streaming in the alicorn's mind. Amidst the panicked thoughts, a horned shadow lurks. Much to its fury, Twilight pulls back, the spell extracting it. As she proceeds, the blackgray fur vanishes, revealing more of the dark gray underneath. _

_Twilight smiles and extends her hoof towards the alicorn. Fluttershy follows suit, both ponies reaching out to Celestia's old friend._

_Gareth sees this and draws his out his hooves towards Twilight and Fluttershy despite Zero Wing's layer constricting against his skin. He winces but still makes contact. Twilight and Fluttershy grab a hoof each and pull._

Come to us, Gareth.

_Zero Wing screams out in blind fury, directing Gareth's body to_

drive against the ground. Twilight and Fluttershy look around, seeing their hooves against the ground with Celestia standing alongside them. Around them, the voids begin to recede, the earth within Ponyville returning with full grass and dirt. Gareth flails on the ground as Zero Wing fights him, horn glowing mixtures of jade and winedark energies.

"Fight it, Gareth!" Twilight yells as Celestia's spell picks up, eating away at the projection on the outside.

"You can do it!" Fluttershy cheers.

Zero Wing twitches more violently, trying to reclaim control over the alicorn's body. Gareth resists, fueled by the pleasant memories-all that Zero Wing had kept from him. How could he have just let himself be manipulated for so long? It doesn't matter now as Zero Wing dissolves further, releasing Gareth's legs.

The remnants struggle around the cutie mark, flinching angrily as Celestia continues the spell. The warped taijitu mark leaps away into the air, gaining the shape of a horned shadow, extending its wings. It turns on them and lunges, horn drawn forward with eyes glowing. Caught in the aura of Celestia's spell, Zero Wing doesn't get far. Twilight rushes and fires several energy shots directly into the horned shadow. With an angry scream, Zero Wing succumbs and flails into the air, exploding into a galaxy of winedark sparks.

A jade field forms and expels, stretching across the territory. Twilight and Fluttershy watch as it sends the voidscapes in reverse, replacing the land from before. Making its way backwards, it moves towards the Everfree Forest with numerous trees resprouting like, well, magic. Creatures starting returning to their homes, happy to be on intact land once more.

At Sweet Apple Acres, the jade aura hits the five fallen Pegasi, causing them to leap into the air just as Zecora packs away the empty vials. Rainbow Dash leaps into the air, pumping her curved front hooves and throwing off Rarity seeing to her. "Let me at him! Let me at him!"

"Rainbow Dash!" Rarity calls out, a bit annoyed after being flung off. But she doesn't get mad for long when she notices the jade aura. The others look up, some fearful and some oohing and aahing at the firework-esque spectacular quality of it all.

It extends back to Canterlot where Luna watches with great interest as the jade field comes down. Through the chambers, the weakened guards shake back to full life, lances drawn with the last memory of the attacker. The pondering guard looks about, glad to feel the life back in his hooves. Glad to have the energy back in him, he lets out a little un-guardlike cheer, nearly dropping his lance on another's head.

In their makeshift bedroom chamber, Cadance stands near Shining Armor, hardly having left his side since the attack. She looks up for a moment as the jade field abruptly stops over them. In a flashquick motion, Shining Armor's eyes spring open and he lifts himself from the bed. Immediately, he finds himself pleasantly nuzzled and embraced by his wife. Equally relieved, he places his hooves on her sides and returns the nuzzle.

Back to Ponyville as the jade field clears. Twilight and Fluttershy move towards the center, seeing the land returned to normal under the beautiful moonlight. The ominous white glows of the voidscapes have vanished, all paths returned. Everything returns to normal as the effects of Zero Wing's attacks are, ironically as Twilight might add, erased from the landscape.

In the center, a dark gray alicorn lies spread-eagled as the final wisps of jade aura extinguish around him. His cutie mark shows a taijitu of black and white with Celestia's sun and Luna's moon within. Not hazy. Not warped. All fine once more. He opens his jade eyes and glances up as Celestia approaches him.

"Why…after all I've done…why?" Gareth asks, trying to stand.

"Because everypony deserves a second chance," Celestia helps her friend to stand, that supportive smile returning to her face. "And because I'm glad to have you back, old friend."

Gareth stands, looking around him. No damage done any longer. No voice of Zero Wing in the back of his mind. No forced memories of death. No screaming memories. No loss of control. No loss of will. He turns to his Princess and, quickly remembering protocol, bows respectfully with his horn tilted to reach the ground before her hooves.

"Rise, Gareth. No need for formalities," Celestia says warmly, placing a hoof to pat the back of his neck. "Everything is fine once again."

Gareth frowns and shakes his head. "No, my Princess. Not all is fine. I am still at fault. Even if Zero Wing was responsible for all the misdeeds, it was still I who thought him up in my darkest moments and still I whose memory projection spell gave him life. And it was also I who abdicated my position all those centuries ago. And for that, I must do what I have to do." He raises his front hooves, as if expecting to be shackled.

Celestia pushes his hooves down. "There will be no need for that. I will speak for you."

Gareth bows his head. "The ponies of Canterlot and this settlement will not be as forgiving as you, my Princess."

"I _will_ speak for you," Celestia reassures, pulling up Gareth's chin to meet him eye-to-eye.

The dark gray alicorn nods. He extends his wings for the first time in over five-hundred years, feeling the cool night breeze against them. Celestia walks towards him and gestures her head in the direction of Canterlot. He understands, nodding once again. But before doing anything else, he walks before Twilight and Fluttershy and bows respectfully.

"Thank you both. If it wasn't for you two, I would still be a prisoner in my own body. I will now go to right the wrongs I have caused. Thank you."

Twilight smiles. "You're welcome. Just remember what I told you."

Gareth returns a smile, also the first in over five-hundred years. "I will."

Twilight and Fluttershy wave as Celestia and Gareth take off into the night sky, heading back towards Canterlot. Gareth takes a deep breath and hopes for the best, hopes for a chance to possibly atone. Soon, the two alicorns disappear.

Fluttershy brushes her face with her hoof as her wings curl around her. "I'm exhausted. After all that, but you're the one who really saved everypony, Twilight. You and the Princess."

"No way," Twilight responds, patting Fluttershy's back. "If it hadn't been for you, I never would have gotten to him in time or been able to make that spell. Heck, I probably would have fallen into a void if you didn't save my life. More than once, I might add."

Fluttershy beams.

Twilight smiles and then yawns, stretching out her front legs. All this excitement and she has forgotten how late it is.

"So, what do we do now?" Fluttershy asks, looking about at the buildings that were still wrecked. "I mean, it seems like Gareth couldn't fix everything."

"Don't worry about it, Fluttershy. We'll handle it. Now, we better get back to Sweet Apple Acres and get everypony back to their homes for a good night's rest," Twilight lets out another yawn. "Because later, we have some rebuilding to do."

Twilight and Fluttershy steal a glance at the moon overhead, reminded briefly of Gray Moon. For a moment, they bow their heads in a silent memorial. Finished, the two make their way back to Sweet Apple Acres.


	4. Epilogue: Late Night in Legacy's Reach

_"Gray Moon?"_

_ The gray colt walks out of the house, plagued by a thought in the back of his mind. For years now, it's been bugging him with questions. Like, "How can things still be meaningful after their deaths?" And "Why do you fall in love again after all that's happened?" He ignores this thought as he has before. Nevertheless, he still worries. He's seen Legacy's Reach through the centuries, watching it emerge from the flood that ravaged the land, taking Morning Star with it. He winces when the memory resurfaces._

_Lily-of-the-Valley watches her husband pace outside the house, kicking up clouds of dust along his way. He's out there again, worried as usual. Taking to her hooves, she walks out the door and into the moonlight. Her pale whitish-purple fur glows. A brick and cobalt couple walk by, casting a few worried looks in her direction as she slowly approaches the gray colt._

_ Gray Moon sits, pensively staring in the direction of Canterlot, although Lily-of-the-Valley would not recognize it for more than simply meditating over the sight of a constellation. She carefully walks up next to her husband and nuzzles him. It takes a few seconds before he seems to even realize that she's there._

_ "What's wrong?" she asks._

_ Gray Moon's ears fold back against his head. "Just thinking of things," he answers. He doesn't really want to describe what._

_ Lily-of-the-Valley stops and sits before him, taking her husband's face in her front hooves. "What kind of things? I'm sorry to intrude, but I'm worried about you. I see you pacing every night. If there's something I can do, please tell me."_

_ Gray Moon considers for a moment as he has on other nights. He mentally plays the scenario of walking back into the house and explaining about the past. His service to the Princess. His work in Canterlot. Coming to Legacy's Reach under this guise. The true meaning of his cutie mark. Amber Mist. Morning Star. Sunny Ray. Or even going further, showing his wings and horn and true alicorn form. But what if she became angry because he hid all this from her? Or if she was afraid? Or if he would be exposed and taken back, having to leave all of this behind? He considers this before shaking his head._

_ Lily-of-the-Valley nuzzles him again. "You can tell me anything, Gray Moon."_

_ The gray colt nods. "That's true. But I'm fine, Lily, I'm just fine."_

_ Suddenly, in her effort to lighten the mood, Lily-of-the-Valley runs along the path, darting ahead like some crazy filly at play. Gray Moon watches confused as his wife romps through the near field, laughing and rolling around on the grass. But after a few seconds, he runs after her, leaping into the field. Just as he lands hoof-first near her, Lily-of-the-Valley gets to her hooves and runs ahead. A grin forms on his face as he gives chase._

_ "Gotcha!" Gray Moon yells as he tackles Lily-of-the-Valley._

_ The two fall to the grass, laughing as Lily-of-the-Valley shifts under him and flips her husband onto his back. She stands above him triumphantly, pinning his front legs against the ground. The young couple blush a little at their intimacy._

_ "Gotcha," Lily-of-the-Valley says, kissing Gray Moon between his eyes._

_ "Alright, Lily, you win," Gray Moon can't help but chuckle._

_ She releases Gray Moon's front legs and brushes her front hooves against his chest before climbing off him. Lily-of-the-Valley gets on her back, stretching herself out next to him. Gray Moon nuzzles her and licks her cheek._

_ "Beautiful night, isn't it?" she asks._

_ Gray Moon nods, resting his head against hers. For a moment, he thinks of Amber Mist, Morning Star, and Sunny Ray before her. It fills him with dread, wondering what might happen next with Lily-of-the-Valley. Would she succumb to illness too? Or was Legacy's Reach due for another horrible flood?_

_ The thoughts leave his mind as Lily-of-the-Valley rests her hoof on his chest and rubs. Breath catches up with him as his heartbeat slows to a nicer pace._

_ "Relax, Gray Moon," she coos. "Just relax. Everything's fine. And tomorrow will be fine." She retracts her hoof and tilts her head towards the sky._

_ Tomorrow. Yeah, tomorrow._

_ "Yes, tomorrow will be fine," Gray Moon repeats, joining his wife in a session of stargazing._


End file.
